SEPARATE ACCT NO 49 OF THE EQUIT LIFE ASSU SOCI OF THE U S
497, 1999-10-01
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  Equitable Accumulator(SM)

  A combination variable and fixed deferred annuity contract


  PROSPECTUS DATED OCTOBER 18, 1999
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  Please read and keep this prospectus for future reference. It contains
  important information that you should know before purchasing or taking any
  other action under your contract. Also, at the end of this prospectus you will
  find attached the prospectus for EQ Advisors Trust, which contains important
  information about its portfolios.

  WHAT IS THE EQUITABLE ACCUMULATOR?

  Equitable Accumulator is a deferred annuity contract issued by The Equitable
  Life Assurance Society of the United States. It provides for the accumulation
  of retirement savings and for income. The contract offers income and death
  benefit protection. It also offers a number of payout options. You invest to
  accumulate value on a tax-deferred basis in one or more of our variable
  investment options, fixed maturity options, or the account for special dollar
  cost averaging ("investment options").

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  VARIABLE INVESTMENT OPTIONS
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  o Alliance Money Market                       o JPM Core Bond
  o Alliance High Yield                         o Lazard Large Cap Value
  o Alliance Common Stock                       o Lazard Small Cap Value
  o Alliance Aggressive Stock                   o MFS Growth with Income
  o Alliance Small Cap Growth                   o MFS Research
  o EQ/Alliance Premier Growth                  o MFS Emerging Growth
  o BT Equity 500 Index                           Companies
  o BT Small Company Index                      o Morgan Stanley Emerging
  o BT International Equity Index                   Markets Equity
  o Capital Guardian U.S. Equity                o EQ/Putnam Growth & Income
  o Capital Guardian Research                       Value
  o Capital Guardian International              o EQ/Putnam Investors Growth
                                                o EQ/Putnam International Equity
- --------------------------------------------------------------------------------
  You may allocate amounts to any of the variable investment options. Each
  variable investment option is a subaccount of our Separate Account No. 49.
  Each variable investment option, in turn, invests in a corresponding
  securities portfolio of EQ Advisors Trust. Your investment results in a
  variable investment option will depend on the investment performance of the
  related portfolio.

  FIXED MATURITY OPTIONS. You may allocate amounts to one or more fixed maturity
  options. These amounts will receive a fixed rate of interest for a specified
  period. Interest is earned at a guaranteed rate set by us. We make a market
  value adjustment (up or down) if you make transfers or withdrawals from a
  fixed maturity option before its maturity date.

  ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING. This account also pays fixed
  interest at guaranteed rates.

  TYPES OF CONTRACTS. We offer the contracts for use as:

  o A nonqualified annuity ("NQ") for after-tax contributions only.

  o An individual retirement annuity ("IRA"), either traditional IRA or Roth
    IRA.

    We offer two versions of the traditional IRA: "Rollover IRA" and "Flexible
    Premium IRA." We also offer two versions of the Roth IRA: "Roth Conversion
    IRA" and "Flexible Premium Roth IRA."

  o An annuity that is an investment vehicle for a qualified defined
    contribution or defined benefit plan ("QP").

  o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") -
    ("Rollover TSA").

  A contribution of at least $5,000 is required to purchase an NQ, Rollover IRA,
  Roth Conversion IRA, QP, or Rollover TSA contract. For Flexible Premium IRA or
  Flexible Premium Roth IRA contracts, we require a contribution of $2,000 to
  purchase a contract.

  Registration statements relating to this offering have been filed with the
  Securities and Exchange Commission ("SEC"). The statement of additional
  information ("SAI") dated October 18, 1999 is a part of one of the
  registration statements. The SAI is available free of charge. You may request
  one by writing to our processing office or calling 1-800-789-7771. The SAI has
  been incorporated by reference into this prospectus. This prospectus and the
  SAI can also be obtained from the SEC's Web site at http://www.sec.gov. The
  table of contents for the SAI appears at the back of this prospectus.

  THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
  PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
  CRIMINAL OFFENSE. THE CONTRACTS ARE NOT INSURED BY THE FDIC OR ANY OTHER
  AGENCY. THEY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT
  BANK GUARANTEED. THEY ARE SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF
  PRINCIPAL.

<PAGE>

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2  CONTENTS OF THIS PROSPECTUS
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Contents of this prospectus


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


EQUITABLE ACCUMULATOR(SM)

- -------------------------------------------------------------
Index of key words and phrases                              4
Who is Equitable Life?                                      5
How to reach us                                             6
Equitable Accumulator at a glance - key features            8

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FEE TABLE                                                  11
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Examples                                                   14
Condensed financial information                            15
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1
CONTRACT FEATURES AND BENEFITS                             16
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How you can purchase and contribute to your contract       16
Owner and annuitant requirements                           20
How you can make your contributions                        20
What are your investment options under the contract?       20
Allocating your contributions                              24
Our baseBUILDER option                                     25
Guaranteed minimum death benefit                           28
Your right to cancel within a certain number of days       29

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2
DETERMINING YOUR CONTRACT'S VALUE                          30
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Your account value                                         30
Your contract's value in the variable investment options   30
Your contract's value in the fixed maturity options        30
Your contract's value in the account for special dollar
  cost averaging                                           30

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"We," "our," and "us" refer to Equitable Life.

When we address the reader of this prospectus with words such as "you" and
"your," we mean the person who has the right or responsibility that the
prospectus is discussing at that point. This is usually the contract owner.

When we use the word "contract" it also includes certificates that are issued
under group contracts in some states.

<PAGE>

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                                                  CONTENTS OF THIS PROSPECTUS  3
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- -------------------------------------------------------------
3
TRANSFERRING YOUR MONEY AMONG
  INVESTMENT OPTIONS                                       31
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Transferring your account value                            31
Rebalancing your account value                             31

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4
ACCESSING YOUR MONEY                                       32
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Withdrawing your account value                             32
How withdrawals are taken from your account value          33
How withdrawals affect your guaranteed minimum
  income benefit and guaranteed minimum death
  benefit                                                  33
Loans under Rollover TSA contracts                         34
Surrendering your contract to receive its cash value       35
When to expect payments                                    35
Choosing your annuity payout options                       36

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5
CHARGES AND EXPENSES                                       39
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Charges that Equitable Life deducts                        39
Charges that EQ Advisors Trust deducts                     41
Group or sponsored arrangements                            41
Other distribution arrangements                            42

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6
PAYMENT OF DEATH BENEFIT                                   43
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Your beneficiary and payment of benefit                    43
How death benefit payment is made                          44
Beneficiary continuation option for Rollover IRA and
  Flexible Premium IRA contracts                           44

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7
TAX INFORMATION                                            46
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Overview                                                   46
Transfers among investment options                         46
Taxation of nonqualified annuities                         46
Special rules for NQ contracts issued in Puerto Rico       47
Individual retirement arrangements (IRAs)                  48
Special rules for nonqualified contracts in qualified
  plans                                                    58
Tax-Sheltered Annuity contracts (TSAs)                     58
Federal and state income tax withholding and
  information reporting                                    62
Impact of taxes to Equitable Life                          64

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8
MORE INFORMATION                                           65
- -------------------------------------------------------------
About our Separate Account No. 49                          65
About EQ Advisors Trust                                    65
About our fixed maturity options                           66
About the general account                                  67
About other methods of payment                             67
Dates and prices at which contract events occur            68
About your voting rights                                   69
About our year 2000 progress                               70
About legal proceedings                                    70
About our independent accountants                          70
Transfers of ownership, collateral assignments, loans,
  and borrowing                                            70
Distribution of the contracts                              71

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9
INVESTMENT PERFORMANCE                                     72
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Benchmarks                                                 72
Communicating performance data                             81

- -------------------------------------------------------------
10
INCORPORATION OF CERTAIN DOCUMENTS BY
  REFERENCE                                                83
- -------------------------------------------------------------

- -------------------------------------------------------------
APPENDICES
- -------------------------------------------------------------

I - Condensed financial information                       A-1
II - Purchase considerations for QP
     contracts                                            B-1
III - Market value adjustment example                     C-1
IV - Guaranteed minimum
     death benefit example                                D-1

- -------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
     TABLE OF CONTENTS
- -------------------------------------------------------------

<PAGE>

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4  INDEX OF KEY WORDS AND PHRASES
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Index of key words and phrases


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This index should help you locate more information on the terms used in this
prospectus.

                                                           Page
account for special dollar cost
   averaging                                                23
account value                                               30
annuitant                                                   16
annuity payout options                                      36
baseBUILDER                                                 25
beneficiary                                                 43
benefit base                                                26
business day                                                68
cash value                                                  30
conduit IRA                                                 52
contract date                                                9
contract date anniversary                                    9
contract year                                                9
contributions to Roth IRAs                                  55
  regular contributions                                     55
  rollover contributions                                    56
  conversion contributions                                  56
  direct custodian-to-custodian
    transfers                                               56
contributions to traditional IRAs                           48
  regular contributions                                     49
  rollover contributions                                    51
  direct custodian-to-custodian
    transfers                                               51
ERISA                                                       34
fixed maturity amount                                       22
fixed maturity options                                      22
Flexible Premium IRA                                      cover

                                                           Page
Flexible Premium Roth IRA                                 cover
guaranteed minimum death benefit                            28
guaranteed minimum income benefit                           26
IRA                                                         48
IRS                                                         46
investment options                                          20
loan reserve account                                        35
market adjusted amount                                      22
market value adjustment                                     23
maturity value                                              22
NQ                                                          46
participant                                                 20
portfolio                                                 cover
processing office                                            6
QP                                                          58
rate to maturity                                            22
Required Beginning Date                                     52
Rollover IRA                                              cover
Rollover TSA                                              cover
Roth Conversion IRA                                       cover
Roth IRA                                                    55
SAI                                                       cover
SEC                                                       cover
TOPS                                                         6
TSA                                                         58
traditional IRA                                             48
unit                                                        30
variable investment options                                 20


To make this prospectus easier to read, we sometimes use different words than in
the contract or supplemental materials. This is illustrated below. Although we
use different words, they have the same meaning in this prospectus as in the
contract or supplemental materials. Your registered representative can provide
further explanation about your contract.

  ----------------------------------------------------------------------------
  Prospectus                       Contract or Supplemental Materials
  ----------------------------------------------------------------------------
  fixed maturity options           Guarantee Periods (Guaranteed Fixed
                                   Interest Accounts in supplemental materials)
  variable investment options      Investment Funds
  account value                    Annuity Account Value
  rate to maturity                 Guaranteed Rates
  unit                             Accumulation Unit
  ----------------------------------------------------------------------------

<PAGE>

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                                                       WHO IS EQUITABLE LIFE?  5
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Who is Equitable Life?


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


We are The Equitable Life Assurance Society of the United States ("Equitable
Life"), a New York stock life insurance corporation. We have been doing business
since 1859. Equitable Life is a subsidiary of AXA Financial, Inc. (previously,
The Equitable Companies Incorporated). The majority shareholder of AXA
Financial, Inc. is AXA, a French holding company for an international group of
insurance and related financial services companies. As a majority shareholder,
and under its other arrangements with Equitable Life and Equitable Life's
parent, AXA exercises significant influence over the operations and capital
structure of Equitable Life and its parent. No company other than Equitable
Life, however, has any legal responsibility to pay amounts that Equitable Life
owes under the contract.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$390.8 billion in assets as of June 30, 1999. For over 100 years Equitable Life
has been among the largest insurance companies in the United States. We are
licensed to sell life insurance and annuities in all fifty states, the District
of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is
located at 1290 Avenue of the Americas, New York, N.Y. 10104.


<PAGE>

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                                                       WHO IS EQUITABLE LIFE?  6
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HOW TO REACH US

You may communicate with our processing office as listed below for any of the
following purposes:

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FOR CONTRIBUTIONS SENT BY REGULAR MAIL:
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Equitable Accumulator
P.O. Box 13014
Newark, NJ 07188-0014

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FOR CONTRIBUTIONS SENT BY EXPRESS DELIVERY:
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Equitable Accumulator
c/o Bank One, N.A.
300 Harmon Meadow Boulevard, 3rd Floor
Attn: Box 13014
Secaucus, NJ 07094

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FOR ALL OTHER COMMUNICATIONS (E.G.,
REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY REGULAR MAIL:
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Equitable Accumulator
P.O. Box 1547
Secaucus, NJ 07096-1547

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FOR ALL OTHER COMMUNICATIONS (E.G.,
REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY EXPRESS DELIVERY:
- ---------------------------------------------------------
Equitable Accumulator
200 Plaza Drive, 4th Floor
Secaucus, NJ 07094

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REPORTS WE PROVIDE:
- ---------------------------------------------------------
o    written confirmation of financial transactions;

o    statement of your  contract  values at the close of each  calendar  quarter
     (four per year); and

o    annual  statement of your  contract  values as of the close of the contract
     year.

- ---------------------------------------------------------
TELEPHONE OPERATED PROGRAM SUPPORT
("TOPS") SYSTEM:
- ---------------------------------------------------------

TOPS is designed  to provide  you with  up-to-date  information  via  touch-tone
telephone. You can obtain information on:

o    your current account value;

o    your current allocation percentages;

o    the number of units you have in the variable investment options;

o    rates to maturity for the fixed maturity options; and

o    the daily unit values for the variable investment options.

You can also:

o    change your  allocation  percentages  and/or  transfer among the investment
     options; and

o    obtain or change your personal identification number (PIN).

TOPS is normally  available  seven days a week,  24 hours a day, by calling toll
free 1-888-909-7770.  Of course, for reasons beyond our control, the service may
sometimes be unavailable.

We have  established  procedures  to  reasonably  confirm that the  instructions
communicated  by telephone  are genuine.  For example,  we will require  certain
personal identification information before we will act on telephone instructions
and we will  provide  written  confirmation  of your  transfers.  We will not be
liable for following telephone instructions we reasonably believe to be genuine.

- ---------------------------------------------------------
BY INTERNET:
- ---------------------------------------------------------

You can also access information about your contract on the Internet. Please
visit our Web site at http://www.equitable.com, and click on EQAccess.


<PAGE>

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7  WHO IS EQUITABLE LIFE?
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- --------------------------------------------------------------------------------


- ------------------------------------------------------------
CUSTOMER SERVICE REPRESENTATIVE:
- ------------------------------------------------------------
You may also use our toll-free number (1-800-789-7771) to speak with one of our
customer service representatives. Our customer service representatives are
available on any business day from 8:30 a.m. until 5:30 p.m., Eastern time.

You should send all contributions, notices, and requests to our processing
office at the address above.

WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE
PROVIDE FOR THAT PURPOSE:

(1) authorization for telephone transfers by your registered representative;

(2) conversion of a traditional IRA contract to a Roth Conversion IRA or
    Flexible Premium Roth IRA contract;

(3) election of the automatic investment program;

(4) election of the rebalancing program;

(5) requests for loans under Rollover TSA contracts;

(6) spousal consent for loans under Rollover TSA contracts;

(7) contract surrender and withdrawal requests;

(8) tax withholding election; and

(9) election of the beneficiary continuation option.

WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF
REQUESTS:

(1) address changes;

(2) beneficiary changes;

(3) transfers between investment options; and

(4) requests to exercise your guaranteed minimum income benefit.

TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION
GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION:

(1) automatic investment program;

(2) general dollar cost averaging;

(3) rebalancing;

(4) special dollar cost averaging;

(5) substantially equal withdrawals;

(6) systematic withdrawals; and

(7) the date annuity payments are to begin.

You must sign and date all these requests. Any written request that is not on
one of our forms must include your name and your contract number along with
adequate details about the notice you wish to give or the action you wish us to
take.

SIGNATURES:

The proper person to sign forms, notices and requests would normally be the
owner. If there are joint owners both must sign.


<PAGE>

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8  EQUITABLE ACCUMULATOR AT A GLANCE - KEY FEATURES
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Equitable Accumulator at a glance - key features


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


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>
PROFESSIONAL                  Equitable Accumulator's variable investment options invest in 22 different portfolios
INVESTMENT                    managed  by professional investment advisers.
MANAGEMENT

FIXED MATURITY                o 10 fixed maturity options with maturities ranging from approximately 1 to 10 years. options
                              o Each fixed maturity option offers a guarantee of principal and interest rate if you hold
                                it to maturity.
                              ----------------------------------------------------------------------------------------------
                              If you make  withdrawals  or transfers  from a fixed  maturity  option before  maturity,
                              there will be a market value adjustment due to differences in interest rates. This may increase
                              or decrease any value that you have left in that fixed maturity option. If you surrender your
                              contract, a market value adjustment may also apply.
- ----------------------------------------------------------------------------------------------------------------------------
ACCOUNT FOR SPECIAL DOLLAR    Available for dollar cost averaging all or a portion of your initial contribution.
COST AVERAGING
- ----------------------------------------------------------------------------------------------------------------------------
TAX ADVANTAGES                o On earnings inside the       No tax on any dividends, interest or capital gains until you
                                contract                     make withdrawals from your contract or receive annuity payments.
                              ----------------------------------------------------------------------------------------------
                              o On transfers inside the      No tax on transfers among investment options.
                                contract
                              ----------------------------------------------------------------------------------------------
                              If you are buying a contract to fund a retirement plan that already provides tax deferral under
                              sections of the Internal Revenue Code (IRA, QP, and Rollover TSA), you should do so for the
                              contract's features and benefits other than tax deferral. In such situations, the tax deferral of
                              the contract does not provide additional benefits.
- ----------------------------------------------------------------------------------------------------------------------------
BASEBUILDER(R)                baseBUILDER combines a guaranteed minimum income benefit with a guaranteed minimum death benefit.
PROTECTION                    This optional feature provides income protection for you while the annuitant lives, as well as a
                              death benefit for the beneficiary should the annuitant die.
- ----------------------------------------------------------------------------------------------------------------------------
CONTRIBUTION AMOUNTS          o NQ, Rollover IRA, Roth Conversion IRA, QP, and Rollover TSA contracts
                              o Initial minimum:          $5,000
                              o Additional minimum:       $1,000
                                                          $100 monthly and $300 quarterly under our automatic
                                                          investment program (NQ contracts)
                              ----------------------------------------------------------------------------------------------
                              o Flexible Premium IRA and Flexible Premium Roth IRA contracts
                              o Initial minimum:          $2,000
                              o Additional minimum:       $50 ($50 under our automatic investment program)
                              ----------------------------------------------------------------------------------------------
                              Maximum contribution limitations may apply.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

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                              EQUITABLE ACCUMULATOR AT A GLANCE - KEY FEATURES 9
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Equitable Accumulator at a glance - key features


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


- --------------------------------------------------------------------------------
ACCESS TO YOUR MONEY       o Lump sum withdrawals

                           o Several withdrawal options on a periodic basis

                           o Loans under Rollover TSA contracts

                           o Contract surrender

                             You may incur a withdrawal
                             charge for certain withdrawals or if you surrender
                             your contract. You may also incur income tax and a
                             tax penalty.
- --------------------------------------------------------------------------------
PAYOUT ALTERNATIVES        o Annuity payout options

                           o Income Manager payout options
- --------------------------------------------------------------------------------
ADDITIONAL FEATURES        o Dollar cost averaging

                           o Automatic investment program

                           o Account value rebalancing (quarterly, semiannually,
                             and annually)

                           o Unlimited free transfers

                           o Waiver of withdrawal charge for disability,
                             terminal illness, or confinement to a nursing home
- --------------------------------------------------------------------------------
FEES AND CHARGES           o Daily charges on amounts invested in variable
                             investment options for mortality and expense
                             risks and administrative charges at an annual
                             rate of 1.35%.

                           o Annual 0.30% benefit base charge for the optional
                             baseBUILDER benefit. The benefit base is described
                             under "Contract features and benefits - Your
                             guaranteed minimum income benefit under
                             baseBUILDER." No additional charge if you want a
                             guaranteed minimum death benefit only.

                           o Under Flexible Premium IRA and Flexible Premium
                             Roth IRA contracts, if your account value at the
                             end of the contract year is less than $25,000, we
                             deduct an annual administrative charge equal to $30
                             or during the first two contract years 2% of your
                             account value, if less. If your account value is
                             $25,000 or more, we will not deduct the charge.

                           o No sales charge deducted at the time you make
                             contributions.

                           o During the first seven contract years following a
                             contribution, a charge will be deducted from
                             amounts that you withdraw that exceed 15% of your
                             account value. We use the account value on the most
                             recent contract date anniversary to calculate the
                             15% amount available. The charge begins at 7% in
                             the first contract year following a contribution.
                             It declines by 1% each year to 1% in the seventh
                             contract year. There is no withdrawal charge in the
                             eighth and later contract years following a
                             contribution.

                           -----------------------------------------------------
                           The "contract date" is the effective date of a
                           contract. This usually is the business day we
                           receive your initial contribution. Your contract
                           date will be shown in your contract. The 12-month
                           period beginning on your contract date and each
                           12-month period after that date is a "contract
                           year." The end of each 12-month period is your
                           "contract date anniversary."
                           -----------------------------------------------------
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<PAGE>


- --------------------------------------------------------------------------------
10 EQUITABLE ACCUMULATOR AT A GLANCE - KEY FEATURES
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Equitable Accumulator at a glance - key features


- --------------------------------------------------------------------------------
FEES AND                   o We deduct a charge for taxes such as premium taxes
CHARGES (CONTINUED)          that may be imposed in your state. This charge is
                             generally deducted from the amount applied to
                             an annuity payout option.
- --------------------------------------------------------------------------------
                           o We generally deduct a $350 annuity administrative
                             fee from amounts applied to purchase certain life
                             annuity payout options.
- --------------------------------------------------------------------------------
                           o Annual expenses of EQ Advisors Trust portfolios are
                             calculated as a percentage of the average daily net
                             assets invested in each portfolio. These expenses
                             include management fees ranging from 0.25% to 1.15%
                             annually, 12b-1 fees of 0.25% annually, and other
                             expenses.
- --------------------------------------------------------------------------------
ANNUITANT ISSUE AGES      NQ: 0-83
                          Rollover IRA, Roth Conversion IRA, Flexible Premium
                          Roth IRA, and Rollover TSA: 20-83 Flexible Premium
                          IRA: 20-70 QP: 20-75
- --------------------------------------------------------------------------------

THE ABOVE IS NOT A COMPLETE DESCRIPTION OF ALL MATERIAL PROVISIONS OF THE
CONTRACT. IN SOME CASES RESTRICTIONS OR EXCEPTIONS APPLY. ALSO, ALL FEATURES OF
THE CONTRACT ARE NOT NECESSARILY AVAILABLE IN YOUR STATE OR AT CERTAIN AGES.

For more detailed information we urge you to read the contents of this
prospectus, as well as your contract. Please feel free to speak with your
registered representative, or call us, if you have any questions.


<PAGE>


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                                                                   FEE TABLE  11
- --------------------------------------------------------------------------------


Fee table


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


The fee table below will help you understand the various charges and expenses
that apply to your contract. The table reflects charges you will directly incur
under the contract, as well as charges and expenses of the portfolios that you
will bear indirectly. Charges for taxes, such as premium taxes, may also apply.
Also, an annuity administrative fee may apply when your annuity payments are to
begin. Each of the charges and expenses is more fully described under "Charges
and expenses" later in this prospectus. For a complete description of portfolio
charges and expenses, please see the attached prospectus for EQ Advisors Trust.

The fixed maturity options and the account for special dollar cost averaging are
not covered by the fee table and examples. However, the annual administrative
charge and the withdrawal charge do apply to the fixed maturity options and the
account for special dollar cost averaging. A market value adjustment (up or
down) may apply as a result of a withdrawal, transfer, or surrender of amounts
from a fixed maturity option.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
  CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS EXPRESSED AS AN ANNUAL
  PERCENTAGE OF DAILY NET ASSETS
- -----------------------------------------------------------------------------------------------------------
<S>                           <C>                                                <C>
  Mortality and expense risks (1)                                                1.10%
  Administrative (2)                                                             0.25%

  Total annual expenses                                                          1.35%
- -----------------------------------------------------------------------------------------------------------
  FLEXIBLE PREMIUM IRA AND FLEXIBLE PREMIUM ROTH IRA CONTRACTS ONLY: CHARGES WE
  DEDUCT FROM YOUR ACCOUNT VALUE ON EACH CONTRACT DATE ANNIVERSARY
- -----------------------------------------------------------------------------------------------------------
  Maximum annual administrative charge (3)
   If your account value on a contract date anniversary is less than $25,000     $30
   If your account value on a contract date anniversary is $25,000 or more        $0
- -----------------------------------------------------------------------------------------------------------
  CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME YOU REQUEST CERTAIN
  TRANSACTIONS
- -----------------------------------------------------------------------------------------------------------
  WITHDRAWAL CHARGE AS A PERCENTAGE OF CONTRIBUTIONS (deducted if you surrender
   your contract or make certain withdrawals. The withdrawal charge              Contract
   percentage we use is  determined by the contract year in which you make         year
   the withdrawal or surrender your contract. For each contribution, we            1 ..............7.00%
   we consider the contract year in which we receive that contribution             2 ..............6.00%
   to be "contract year 1")(4)                                                     3 ..............5.00%
                                                                                   4 ..............4.00%
                                                                                   5 ..............3.00%
                                                                                   6 ..............2.00%
                                                                                   7 ..............1.00%
                                                                                   8+..............0.00%
- -----------------------------------------------------------------------------------------------------------
  CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE EACH YEAR IF YOU ELECT THE OPTIONAL BENEFIT
- -----------------------------------------------------------------------------------------------------------
  baseBUILDER benefits charge (calculated as a percentage of the benefit base.
  Deducted annually on each contract date anniversary)(5)                         0.30%
- -----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
12  FEE TABLE
- --------------------------------------------------------------------------------


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


EQ ADVISORS TRUST ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS IN EACH PORTFOLIO)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                                                                              TOTAL
                                                                             OTHER           ANNUAL
                                                                           EXPENSES         EXPENSES
                                         MANAGEMENT                     (AFTER EXPENSE   (AFTER EXPENSE
                                          FEES(6)       12B-1 FEES(7)   LIMITATION)(8)   LIMITATION)(9)
- -----------------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>               <C>             <C>
Alliance Money Market                      0.35%           0.25%             0.03%           0.63%
Alliance High Yield                        0.60%           0.25%             0.04%           0.89%
Alliance Common Stock                      0.36%           0.25%             0.04%           0.65%
Alliance Aggressive Stock                  0.54%           0.25%             0.04%           0.83%
Alliance Small Cap Growth                  0.90%           0.25%             0.06%           1.21%
EQ/Alliance Premier Growth                 0.90%           0.25%             0.00%           1.15%
BT Equity 500 Index                        0.25%           0.25%             0.05%           0.55%
BT Small Company Index                     0.25%           0.25%             0.25%           0.75%
BT International Equity Index              0.35%           0.25%             0.40%           1.00%
Capital Guardian U.S. Equity               0.65%           0.25%             0.05%           0.95%
Capital Guardian Research                  0.65%           0.25%             0.05%           0.95%
Capital Guardian International             0.75%           0.25%             0.20%           1.20%
JPM Core Bond                              0.45%           0.25%             0.10%           0.80%
Lazard Large Cap Value                     0.55%           0.25%             0.15%           0.95%
Lazard Small Cap Value                     0.80%           0.25%             0.15%           1.20%
MFS Growth with Income                     0.55%           0.25%             0.05%           0.85%
MFS Research                               0.55%           0.25%             0.05%           0.85%
MFS Emerging Growth Companies              0.55%           0.25%             0.05%           0.85%
Morgan Stanley Emerging Markets Equity     1.15%           0.25%             0.35%           1.75%
EQ/Putnam Growth & Income Value            0.55%           0.25%             0.05%           0.85%
EQ/Putnam Investors Growth                 0.55%           0.25%             0.15%           0.95%
EQ/Putnam International Equity             0.70%           0.25%             0.25%           1.20%
- ---------------------------------------------------------------------------------------------------------
</TABLE>

- ----------------
Notes:

(1) A portion of this charge is for providing the guaranteed minimum death
    benefit.

(2) We reserve the right to increase this charge to a maximum annual rate of
    0.35%.

(3) For Flexible Premium IRA and Flexible Premium Roth IRA contracts, during the
    first two contract years this charge is equal to the lesser of $30 or 2% of
    your account value if it applies. Thereafter, the charge is $30 for each
    contract year.

(4) Deducted upon a withdrawal of amounts in excess of the 15% free withdrawal
    amount and upon surrender of a contract.

(5) The benefit base is described under "Contract features and benefits - Your
    guaranteed minimum income benefit under baseBUILDER."

(6) The management fees or the maximum management fees, if a maximum applies,
    for each portfolio cannot be increased without a vote of that portfolio's
    shareholders.

(7) Portfolio shares are all subject to fees imposed under the distribution plan
    (the "Rule 12b-1 Plan") adopted by EQ Advisors Trust pursuant to Rule 12b-1
    under the Investment Company Act of 1940. The 12b-1 fee will not be
    increased for the life of the contracts. Prior to October 18, 1999, the
    total annual expenses for the Alliance Small Cap Growth portfolio were


<PAGE>


- --------------------------------------------------------------------------------
                                                                   FEE TABLE  13
- --------------------------------------------------------------------------------


    limited to 1.20% under an expense limitation arrangement related to that
    portfolio's Rule 12b-1 Plan. The arrangement is no longer in effect. The
    amounts shown have been restated to reflect the expenses that would have
    been incurred in 1998, absent the expense limitation arrangement.

(8) The amounts shown as "Other Expenses" will fluctuate from year to year
    depending on actual expenses. See footnote (9) for any expense limitation
    agreements.

    On October 18, 1999, the Alliance portfolios (other than EQ/Alliance
    Premier Growth) became part of the portfolios of EQ Advisors Trust. The
    "Other Expenses" for these portfolios have been restated to reflect the
    estimated expenses that would have been incurred had these portfolios been
    portfolios of EQ Advisors Trust for the year ended December 31, 1998. The
    restated expenses reflect an increase of 0.01%.

(9) Equitable Life, EQ Advisors Trust's manager, has entered into an expense
    limitation agreement with respect to certain portfolios. Under this
    agreement Equitable Life has agreed to waive or limit its fees and assume
    other expenses. Under the expense limitation agreement, total annual
    operating expenses of certain portfolios (other than interest, taxes,
    brokerage commissions, capitalized expenditures, extraordinary expenses, and
    12b-1 fees) are limited as a percentage of the average daily net assets of
    the following portfolios: 0.90% for EQ/Alliance Premier Growth; 0.30% for BT
    Equity 500 Index; 0.50% for BT Small Company Index; 0.75% for BT
    International Equity Index; 0.70% for Capital Guardian U.S. Equity and
    Capital Guardian Research; 0.95% for Capital Guardian International; 0.55%
    for JPM Core Bond; 0.70% for Lazard Large Cap Value; 0.95% for Lazard Small
    Cap Value; 0.60% for MFS Growth with Income, MFS Research, and MFS Emerging
    Growth Companies; 1.50% for Morgan Stanley Emerging Markets Equity; 0.60%
    for EQ/Putnam Growth & Income Value; 0.70% for EQ/Putnam Investors Growth;
    0.95% for EQ/Putnam International Equity. The expenses shown for the BT
    International Equity Index, BT Small Company Index, EQ/Putnam Investors
    Growth, and Lazard Large Cap Value portfolios reflect an increase effective
    on May 1, 1999.

    Absent the expense limitation, the "Other Expenses" for 1998 on an
    annualized basis for each of the portfolios would have been as follows:
    0.33% for BT Equity 500 Index; 1.31% for BT Small Company Index; 0.89% for
    BT International Equity Index; 0.33% for JPM Core Bond; 0.40% for Lazard
    Large Cap Value; 0.49% for Lazard Small Cap Value; 0.25% for MFS Research;
    0.24% for MFS Emerging Growth Companies; 1.23% for Morgan Stanley Emerging
    Markets Equity; 0.24% for EQ/Putnam Growth & Income Value; 0.29% for
    EQ/Putnam Investors Growth; 0.51% for EQ/Putnam International Equity. For
    the following portfolios, the "Other Expenses" for 1999, absent the expense
    limitation, are estimated to be as follows: 0.74% for EQ/Alliance Premier
    Growth; 0.74% for Capital Guardian U.S. Equity and Capital Guardian
    Research; 1.03% for Capital Guardian International; and 0.59% for MFS Growth
    with Income. Initial seed capital was invested on December 31, 1998 for the
    MFS Growth with Income portfolio and April 30, 1999 for the EQ/Alliance
    Premier Growth, Capital Guardian U.S. Equity, Capital Guardian Research, and
    Capital Guardian International portfolios and therefore expenses have been
    estimated.

    Each portfolio may at a later date make a reimbursement to Equitable Life
    for any of the management fees waived or limited and other expenses assumed
    and paid by Equitable Life pursuant to the expense limitation agreement
    provided that, among other things, such portfolio has reached sufficient
    size to permit such reimbursement to be made and provided that the
    portfolio's current annual operating expenses do not exceed the operating
    expense limit determined for such portfolio. For more information see the
    prospectus for EQ Advisors Trust.


<PAGE>

- --------------------------------------------------------------------------------
FEE TABLE 14
- --------------------------------------------------------------------------------


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


EXAMPLES

The examples below show the expenses that a hypothetical contract owner (who has
purchased a Flexible Premium IRA or Flexible Premium Roth IRA contract and
elected baseBUILDER) would pay in the situations illustrated. We assume that a
$1,000 contribution is invested in one of the variable investment options listed
and a 5% annual return is earned on the assets in that option.(1) Since the
annual administrative charge only applies under Flexible Premium IRA and
Flexible Premium Roth IRA contracts, the charges shown in the examples would be
lower for NQ, Rollover IRA, Roth Conversion IRA, QP, and Rollover TSA contracts.

These examples should not be considered a representation of past or future
expenses for each option. Actual expenses may be greater or less than those
shown. Similarly, the annual rate of return assumed in the examples is not an
estimate or guarantee of future investment performance.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                     IF YOU SURRENDER YOUR CONTRACT AT THE END
                                                        OF EACH PERIOD SHOWN, THE EXPENSES
                                                                     WOULD BE:
                                                  ---------------------------------------------------
                                                  1 YEAR        3 YEARS        5 YEARS      10 YEARS
- -----------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>            <C>           <C>
Alliance Money Market                             $93.10        $127.18        $163.89       $288.24
Alliance High Yield                               $95.68        $134.92        $176.80       $313.95
Alliance Common Stock                             $93.29        $127.77        $164.88       $290.23
Alliance Aggressive Stock                         $95.08        $133.14        $173.83       $308.07
Alliance Small Cap Growth                         $98.86        $144.42        $192.53       $344.77
EQ/Alliance Premier Growth                        $98.26        $142.63              -            -
BT Equity 500 Index                               $92.30        $124.78        $159.88       $280.19
BT Small Company Index                            $94.29        $130.75        $169.85       $300.17
BT International Equity Index                     $96.77        $138.19        $182.22       $324.65
Capital Guardian U.S. Equity                      $96.27        $136.71              -            -
Capital Guardian Research                         $96.27        $136.71              -            -
Capital Guardian International                    $98.76        $144.12              -            -
JPM Core Bond                                     $94.78        $132.24        $172.34       $305.12
Lazard Large Cap Value                            $96.27        $136.71        $179.76       $319.80
Lazard Small Cap Value                            $98.76        $144.12        $192.03       $343.81
MFS Growth with Income                            $95.28        $133.74              -            -
MFS Research                                      $95.28        $133.74        $174.83       $310.05
MFS Emerging Growth Companies                     $95.28        $133.74        $174.83       $310.05
Morgan Stanley Emerging Markets Equity           $104.22        $160.29        $218.58       $394.59
EQ/Putnam Growth & Income Value                   $95.28        $133.74        $174.83       $310.05
EQ/Putnam Investors Growth                        $96.27        $136.71        $179.76       $319.80
EQ/Putnam International Equity                    $98.76        $144.12        $192.03       $343.81
- -----------------------------------------------------------------------------------------------------

<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                     IF YOU DO NOT SURRENDER YOUR CONTRACT AT
                                                        THE END OF EACH PERIOD SHOWN, THE
                                                                 EXPENSES WOULD BE:
                                                  ---------------------------------------------------
                                                  1 YEAR       3 YEARS      5 YEARS        10 YEARS
- -----------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>           <C>           <C>
Alliance Money Market                             $26.25       $80.65        $137.72       $293.13
Alliance High Yield                               $28.83       $88.40        $150.63       $318.85
Alliance Common Stock                             $26.44       $81.23        $138.70       $295.11
Alliance Aggressive Stock                         $28.23       $86.60        $147.65       $312.96
Alliance Small Cap Growth                         $32.01       $97.88        $166.34       $349.63
EQ/Alliance Premier Growth                        $31.41       $96.11             -              -
BT Equity 500 Index                               $25.45       $78.25        $133.71       $285.07
BT Small Company Index                            $27.44       $84.23        $143.69       $305.09
BT International Equity Index                     $29.92       $91.66        $156.05       $329.53
Capital Guardian U.S. Equity                      $29.42       $90.17             -              -
Capital Guardian Research                         $29.42       $90.17             -              -
Capital Guardian International                    $31.91       $97.59             -              -
JPM Core Bond                                     $27.93       $85.72        $146.17       $310.01
Lazard Large Cap Value                            $29.42       $90.17        $153.58       $324.68
Lazard Small Cap Value                            $31.91       $97.59        $165.86       $348.69
MFS Growth with Income                            $28.43       $87.20             -              -
MFS Research                                      $28.43       $87.20        $148.64       $314.93
MFS Emerging Growth Companies                     $28.43       $87.20        $148.64       $314.93
Morgan Stanley Emerging Markets Equity            $37.37      $113.76        $192.41       $399.49
EQ/Putnam Growth & Income Value                   $28.43       $87.20        $148.64       $314.93
EQ/Putnam Investors Growth                        $29.42       $90.17        $153.58       $324.68
EQ/Putnam International Equity                    $31.91       $97.59        $165.86       $348.69
- -----------------------------------------------------------------------------------------------------
</TABLE>


(1) The amount accumulated from the $1,000 contribution could not be paid in the
    form of an annuity payout option at the end of any of the periods shown in
    the examples. This is because if the amount applied to purchase an annuity
    payout option is less than $2,000, or the initial payment is less than $20,
    we may pay the amount to you in a single sum instead of payments under an
    annuity payout option. See "Accessing your money."


<PAGE>


- --------------------------------------------------------------------------------
                                                                   FEE TABLE  15
- --------------------------------------------------------------------------------


IF YOU ELECT AN ANNUITY PAYOUT OPTION:

Assuming an annuity payout option could be issued (see note (1) above), and you
elect a life annuity payout option, the expenses shown in the example for "if
you do not surrender your contract" would, in each case, be increased by $4.43
based on the average amount applied to annuity payout options in 1998. See
"Annuity administrative fee" under "Charges and expenses."

CONDENSED FINANCIAL INFORMATION

Please see Appendix I at the end of this prospectus for the unit values and the
number of units outstanding as of the end of the periods shown for each of the
variable investment options available as of December 31, 1998.


<PAGE>

- --------------------------------------------------------------------------------
16  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


1
Contract features and benefits


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


HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT

You may purchase a contract by making payments to us that we call
"contributions." We require a minimum contribution amount for each type of
contract purchased. The following table summarizes our rules regarding
contributions to your contract. All ages in the table refer to the age of the
annuitant named in the contract.

- --------------------------------------------------------------------------------
The "annuitant" is the person who is the measuring life for determining contract
benefits. The annuitant is not necessarily the contract owner.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
               AVAILABLE
  CONTRACT     FOR ANNUITANT    MINIMUM                                                            LIMITATIONS ON
  TYPE         ISSUE AGES       CONTRIBUTIONS                          SOURCE OF CONTRIBUTIONS     CONTRIBUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>            <C>              <C>                                    <C>                         <C>
  NQ           0 through 83     o $5,000 (initial)                     o After-tax money.          o No additional
                                                                                                     contributions after
                                o $1,000 (additional)                  o Paid to us by check or      age 84.
                                                                         transfer of contract
                                                                         value in a tax-deferred
                                                                         exchange under
                                                                         Section 1035 of the
                                                                         Internal Revenue Code.
- ----------------------------------------------------------------------------------------------------------------------------
  Flexible     20 through 70    o $2,000 (initial)                      o "Regular" traditional     o No regular IRA
  Premium IRA                                                             IRA contributions.          contributions in the
                                o $50 (additional after                                               calendar year you turn
                                  the first contract year)              o Rollovers from a            age 70 1/2 and
                                                                          qualified plan.             thereafter.

                                                                        o Rollovers from a TSA.
                                                                                                    o Total regular
                                                                        o Rollovers from another      contributions may not
                                                                          traditional individual      exceed $2,000 for a
                                                                          retirement                  year.
                                                                          arrangement.
                                                                                                    o No additional rollover
                                                                                                      or direct transfer
                                                                        o Direct custodian-           contributions after
                                                                          to-custodian transfers      age 71.
                                                                          from another
                                                                          traditional individual    o Rollover and direct
                                                                          retirement                  transfer contributions
                                                                          arrangement.                after age 70 1/2 must
                                                                                                      be net of required
                                                                                                      minimum distributions.

                                Although we accept rollover and direct transfer contributions under the Flexible Premium IRA
                                contract, we intend that this contract be used for ongoing regular contributions.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  17
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
               AVAILABLE
  CONTRACT     FOR ANNUITANT    MINIMUM                                                            LIMITATIONS ON
  TYPE         ISSUE AGES       CONTRIBUTIONS                          SOURCE OF CONTRIBUTIONS     CONTRIBUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>            <C>              <C>                                    <C>                         <C>
Rollover IRA   20 through 83    o  $5,000 (initial)                 o Rollovers from a          o No rollover or direct
                                                                      qualified plan.             transfer contributions
                                o  $1,000 (additional)                                            after age 84.
                                                                    o Rollovers from a TSA.
                                                                                                o Contributions after
                                                                    o Rollovers from another      age 70 1/2 must be net
                                                                      traditional individual      of required minimum
                                                                      retirement                  distributions.
                                                                      arrangement.
                                                                                                o Regular IRA
                                                                    o Direct                      contributions are not
                                                                      custodian-to-custodian      permitted.
                                                                      transfers from another
                                                                      traditional individual
                                                                      retirement
                                                                      arrangement.
                                Only rollover and direct transfer contributions are permitted under the Rollover
                                IRA contract.
- ----------------------------------------------------------------------------------------------------------------------------
Flexible       20 through 83    o $2,000 (initial)                  o Regular after-tax         o No additional regular
Premium Roth                                                          contributions.              after-tax contributions
IRA                             o $50 (additional after                                           after age 84.
                                  the first contract year)          o Rollovers from another
                                                                      Roth IRA.                 o No additional rollover
                                                                                                  or direct transfer
                                                                    o Conversion rollovers        contributions after
                                                                      from a traditional IRA.     age 84.

                                                                    o Direct transfers from
                                                                      another Roth IRA.         o Contributions are
                                                                                                  subject to income limits
                                                                                                  and other tax rules. See
                                                                                                  "Tax information-
                                                                                                  Contributions to
                                                                                                  Roth IRAs."
                                  Although we accept rollover and direct transfer contributions under the Flexible
                                  Premium Roth IRA contract, we intend that this contract be used for ongoing regular
                                  contributions.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
18  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
               AVAILABLE
  CONTRACT     FOR ANNUITANT    MINIMUM                                                            LIMITATIONS ON
  TYPE         ISSUE AGES       CONTRIBUTIONS                          SOURCE OF CONTRIBUTIONS     CONTRIBUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>            <C>              <C>                                 <C>                           <C>
Roth           20 through 83    o $5,000 (initial)                  o Rollovers from another      o No additional rollover
Conversion IRA                                                        Roth IRA.                     or direct transfer
                                o $1,000 (additional)                                               contributions after
                                                                    o Conversion rollovers          age 84.
                                                                      from a traditional IRA.
                                                                                                  o Conversion rollovers
                                                                    o Direct transfers from         after age 70 1/2 must be
                                                                      another Roth IRA.             net of required
                                                                                                    minimum distributions
                                                                                                    for the traditional IRA
                                                                                                    you are rolling over.

                                                                                                  o You cannot roll over
                                                                                                    funds from a traditional
                                                                                                    IRA if your adjusted
                                                                                                    gross income is
                                                                                                    $100,000 or more.

                                                                                                  o Regular after-tax
                                                                                                    contributions are not
                                                                                                    permitted.
                                  Only rollover and direct transfer contributions are permitted under the Roth
                                  Conversion IRA contract.
- ----------------------------------------------------------------------------------------------------------------------------
QP             20 through 75    o  $5,000 (initial)                 o Only transfer               o Regular ongoing
                                                                      contributions from an         payroll contributions
                                o  $1,000 (additional)                existing qualified plan       are not permitted.
                                                                      trust as a change of
                                                                      investment vehicle          o No additional transfer
                                                                      contributions after           age 76.
                                                                      under the plan.

                                                                    o The plan must be            o For defined benefit
                                                                      qualified under Section       plans, employee
                                                                      401(a) of the Internal        contributions are not
                                                                      Revenue Code.                 permitted.

                                                                    o For 401(k) plans,           o Contributions after age
                                                                      transferred                   70 1/2 must be net of
                                                                      contributions may only        any required minimum
                                                                      include employee              distributions.
                                                                      pre-tax contributions.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>



- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  19
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
               AVAILABLE
  CONTRACT     FOR ANNUITANT    MINIMUM                                                            LIMITATIONS ON
  TYPE         ISSUE AGES       CONTRIBUTIONS                          SOURCE OF CONTRIBUTIONS     CONTRIBUTIONS
- ----------------------------------------------------------------------------------------------------------------------------
<S>            <C>              <C>                                 <C>                         <C>
Rollover TSA   20 through 83    o $5,000 (initial)                  o Rollovers from another    o No additional rollover
                                                                      TSA contract or             or direct transfer
                                o $1,000 (additional)                 arrangement.                contributions after
                                                                                                  age 84.
                                                                    o Rollovers from a
                                                                      traditional IRA which     o Contributions after age
                                                                      was a "conduit" for         70 1/2 must be net of
                                                                      TSA funds previously        required minimum
                                                                      rolled over.                distributions.

                                                                    o Direct transfers from
                                                                      another contract or
                                                                      arrangement under
                                                                      Section 403(b) of the
                                                                      Internal Revenue Code,
                                                                      complying with IRS
                                                                      Revenue Ruling 90-24.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

See "Tax information" for a more detailed discussion of sources of contributions
and certain contribution limitations. We may refuse to accept any contribution
if the sum of all contributions under all Equitable Accumulator contracts with
the same annuitant would then total more than $1,500,000. We reserve the right
to limit aggregate contributions made after the first contract year to 150% of
first-year contributions. We may also refuse to accept any contribution if the
sum of all contributions under all Equitable Life annuity accumulation contracts
that you own would then total more than $2,500,000.

For information on when contributions are credited under your contract see
"Dates and prices at which contract events occur" under "More information" later
in this prospectus.

<PAGE>

- --------------------------------------------------------------------------------
20  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


  OWNER AND ANNUITANT REQUIREMENTS

  Under NQ contracts, the annuitant can be different than the owner. A joint
  owner may also be named. Only natural persons can be joint owners. This means
  that an entity such as a corporation cannot be a joint owner.

  Under all IRA and Rollover TSA contracts, the owner and annuitant must be the
  same person.

  Under QP contracts, the owner must be the trustee of the qualified plan and
  the annuitant must be the plan participant/employee. See Appendix II for more
  information on QP contracts.

  A participant is an individual who is currently, or was formerly,
  participating in an eligible employer's QP or TSA plan.

  HOW YOU CAN MAKE YOUR CONTRIBUTIONS

  Except as noted below, contributions must be by check drawn on a U.S. bank, in
  U.S. dollars, and made payable to Equitable Life. We do not accept third-party
  checks endorsed to us except for rollover contributions, tax-free exchanges or
  trustee checks that involve no refund. All checks are subject to our ability
  to collect the funds. We reserve the right to reject a payment if it is
  received in an unacceptable form.

  For your convenience, we will accept initial and additional contributions by
  wire transmittal from certain broker-dealers who have agreements with us for
  this purpose. Additional contributions may also be made under our automatic
  investment program. These methods of payment are discussed in detail under
  "More information" later in this prospectus.

  Your initial contribution must generally be accompanied by an application and
  any other form we need to process the payments. If any information is missing
  or unclear, we will try to obtain that information. If we are unable to obtain
  all of the information we require within five business days after we receive
  an incomplete application or form, we will inform the registered
  representative submitting the application on your behalf. We will then return
  the contribution to you unless you specifically direct us to keep your
  contribution until we receive the required information.

- --------------------------------------------------------------------------------
  Our "business day" is any day the New York Stock Exchange is open for trading.
- --------------------------------------------------------------------------------

  SECTION 1035 EXCHANGES

  You may apply the value of an existing nonqualified deferred annuity contract
  (or life insurance or endowment contract) to purchase an Equitable Accumulator
  NQ contract in a tax-free exchange if you follow certain procedures as shown
  in the form that we require you to use. Also see "Tax information" later in
  this prospectus.

  WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

  Your investment options are the variable investment options, the fixed
  maturity options, and the account for special dollar cost averaging.

  VARIABLE INVESTMENT OPTIONS

  Your investment results in any one of the 22 variable investment options will
  depend on the investment performance of the underlying portfolios. Listed
  below are the currently available portfolios, their investment objectives, and
  their advisers.

- --------------------------------------------------------------------------------
You can choose from among 22 variable investment options.
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  21
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
PORTFOLIOS OF EQ ADVISORS TRUST
- -----------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO NAME                   OBJECTIVE                                         ADVISER
- -----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                               <C>
 Alliance Money Market            High level of current income while preserving     Alliance Capital Management L.P.
                                  assets and maintaining liquidity
- -----------------------------------------------------------------------------------------------------------------------------
 Alliance High Yield              High return by maximizing current income and,     Alliance Capital Management L.P.
                                  to the extent consistent with that objective,
                                  capital appreciation
- -----------------------------------------------------------------------------------------------------------------------------
 Alliance Common Stock            Long-term growth of capital and increasing        Alliance Capital Management L.P.
                                  income
- -----------------------------------------------------------------------------------------------------------------------------
 Alliance Aggressive Stock        Long-term growth of capital                       Alliance Capital Management L.P.
- -----------------------------------------------------------------------------------------------------------------------------
 Alliance Small Cap Growth        Long-term growth of capital                       Alliance Capital Management L.P.
- -----------------------------------------------------------------------------------------------------------------------------
 EQ/Alliance Premier Growth       Long-term growth of capital                       Alliance Capital Management L.P.
- -----------------------------------------------------------------------------------------------------------------------------
 BT Equity 500 Index              Replicate as closely as possible (before          Bankers Trust Company
                                  deduction of portfolio expenses) the total return
                                  of the Standard & Poor's 500 Composite Stock
                                  Price Index
- -----------------------------------------------------------------------------------------------------------------------------
 BT Small Company Index           Replicate as closely as possible (before          Bankers Trust Company
                                  deduction of portfolio expenses) the total return
                                  of the Russell 2000 Index
- -----------------------------------------------------------------------------------------------------------------------------
 BT International Equity Index    Replicate as closely as possible (before          Bankers Trust Company
                                  deduction of portfolio expenses) the total return
                                  of the Morgan Stanley Capital International
                                  Europe, Australia, Far East Index
- -----------------------------------------------------------------------------------------------------------------------------
 Capital Guardian U.S. Equity     Long-term growth of capital                       Capital Guardian Trust Company
- -----------------------------------------------------------------------------------------------------------------------------
 Capital Guardian Research        Long-term growth of capital                       Capital Guardian Trust Company
- -----------------------------------------------------------------------------------------------------------------------------
 Capital Guardian International   Long-term growth of capital by investing          Capital Guardian Trust Company
                                  primarily in non-United States equity securities
- -----------------------------------------------------------------------------------------------------------------------------
 JPM Core Bond                    High total return consistent with moderate risk   J. P. Morgan Investment Management Inc.
                                  of capital and maintenance of liquidity
- -----------------------------------------------------------------------------------------------------------------------------
 Lazard Large Cap Value           Capital appreciation                              Lazard Asset Management
- -----------------------------------------------------------------------------------------------------------------------------
 Lazard Small Cap Value           Capital appreciation                              Lazard Asset Management
- -----------------------------------------------------------------------------------------------------------------------------
 MFS Growth with Income           Reasonable current income and long-term           Massachusetts  Financial  Services Company
                                  growth of capital and income
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
22  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
 PORTFOLIOS OF EQ ADVISORS TRUST (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO NAME                     OBJECTIVE                                       ADVISER
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                             <C>
 MFS Research                       Long-term growth of capital and future income   Massachusetts Financial Services Company
- -----------------------------------------------------------------------------------------------------------------------------
 MFS Emerging Growth                Long-term capital growth                        Massachusetts  Financial  Services Company
  Companies
- -----------------------------------------------------------------------------------------------------------------------------
 Morgan Stanley Emerging            Long-term capital appreciation                  Morgan Stanley Asset Management
  Markets Equity
- -----------------------------------------------------------------------------------------------------------------------------
 EQ/Putnam Growth & Income          Capital growth, current income is a secondary   Putnam Investment Management, Inc.
  Value                             objective
- -----------------------------------------------------------------------------------------------------------------------------
 EQ/Putnam Investors Growth         Long-term growth of capital and any increased   Putnam Investment Management, Inc.
                                    income that results from this growth
- -----------------------------------------------------------------------------------------------------------------------------
 EQ/Putnam International Equity     Capital appreciation                            Putnam Investment Management, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

  Other important information about the portfolios is included in the prospectus
  for EQ Advisors Trust attached at the end of this prospectus.

  FIXED MATURITY OPTIONS

  We offer fixed maturity options with maturity dates ranging from one to ten
  years. You can allocate your contributions to one or more of these fixed
  maturity options. These amounts become part of our general account assets.
  They will accumulate interest at the "rate to maturity" for each fixed
  maturity option. The total amount you allocate to and accumulate in each fixed
  maturity option is called the "fixed maturity amount." The fixed maturity
  options are not available in contracts issued in Maryland.


  Fixed maturity options range from one to ten years to maturity.

  The rate to maturity you will receive for each fixed maturity option is the
  rate to maturity in effect for new contributions allocated to that fixed
  maturity option on the date we apply your contribution. This rate will never
  be less than 3%. If you make any withdrawals or transfers from a fixed
  maturity option before the maturity date, we will make a "market value
  adjustment" that may increase or decrease any fixed maturity amount you have
  left in that fixed maturity option. We will discuss the market value
  adjustment below and in greater detail later in this prospectus under "More
  information."

  On the maturity date of a fixed maturity option your fixed maturity amount,
  assuming you have not made any withdrawals or transfers, will equal your
  contribution to that fixed maturity option plus interest, at the rate to
  maturity for that contribution, to the date of the calculation. This is the
  fixed maturity option's "maturity value." Before maturity, the current value
  we will report for your fixed maturity amounts will reflect a market value
  adjustment. Your current value will reflect the market value adjustment that
  we would make if you were to withdraw all of your fixed maturity amounts on
  the date of the report. We call this your "market adjusted amount."

  FIXED MATURITY OPTIONS AND MATURITY DATES. We currently offer fixed maturity
  options ending on February 15th for each of the maturity years 2000 through
  2009. Not all of these fixed maturity options will be available for annuitant
  ages 76 and older. See "Allocating


<PAGE>

- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  23
- --------------------------------------------------------------------------------


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


  your contributions" below. As fixed maturity options expire, we expect to add
  maturity years so that generally 10 fixed maturity options are available at
  any time.

  We will not accept allocations to a fixed maturity option if on the date the
  contribution is to be applied:

  o  the fixed maturity option's maturity date is within the current calendar
     year; or

  o  the rate to maturity is 3%; or

  o  for annuitants ages 76 or older, the fixed maturity option's maturity date
     is later than the February 15th immediately following the date annuity
     payments are to begin.

  YOUR CHOICES AT THE MATURITY DATE. We will notify you on or before December
  31st of the year before each of your fixed maturity options is scheduled to
  mature. At that time, you may choose to have one of the following take place
  on the maturity date, as long as none of the conditions listed above or in
  "Allocating your contributions," below would apply:

  (a) transfer the maturity value into another available fixed maturity option
      or into any of the variable investment options; or

  (b) withdraw the maturity value (there may be a withdrawal charge).

  If we do not receive your choice on or before the fixed maturity option's
  maturity date, we will automatically transfer your maturity value into the
  fixed maturity option that will mature next.

  MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers,
  surrender of your contract, or when we make deductions for charges) from a
  fixed maturity option before it matures we will make a market value
  adjustment, which will increase or decrease any fixed maturity amount you have
  in that fixed maturity option. The amount of the adjustment will depend on two
  factors:

  (a) the difference between the rate to maturity that applies to the amount
      being withdrawn and the rate to maturity in effect at that time for new
      allocations to that same fixed maturity option, and

  (b) the length of time remaining until the maturity date.

  In general, if interest rates rise from the time that you originally allocate
  an amount to a fixed maturity option to the time that you take a withdrawal,
  the market value adjustment will be negative. Likewise, if interest rates drop
  at the end of that time, the market value adjustment will be positive. Also,
  the amount of the market value adjustment, either up or down, will be greater
  the longer the time remaining until the fixed maturity option's maturity date.
  Therefore, it is possible that the market value adjustment could greatly
  reduce your value in the fixed maturity options, particularly in the fixed
  maturity options with later maturity dates.

  We provide an illustration of the market adjusted amount of specified maturity
  values, an explanation of how we calculate the market value adjustment, and
  information concerning our general account and investments purchased with
  amounts allocated to the fixed maturity options, under "More information"
  later in this prospectus. Appendix III of this prospectus provides an example
  of how the market value adjustment is calculated.

  ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING

  The account for special dollar cost averaging is part of our general account.
  We pay interest at guaranteed rates in this account. We will credit interest
  to the amounts that you have in the account for special dollar cost averaging
  every day. We set the interest rates periodically, according to procedures
  that we have. We reserve the right to change these procedures.

  The account for special dollar cost averaging is available for allocation of
  all or a portion of your initial contribution under the special dollar cost
  averaging program. We will guarantee to pay our current interest rate that is
  in effect on the date that your contribution is allocated to this account.
  Your guaranteed interest rate will be shown in your contract. The

<PAGE>

- --------------------------------------------------------------------------------
24 CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


  rate will never be less than 3%. See "Allocating your contributions," below
  for the rules and restrictions that apply to the special dollar cost averaging
  program.

  ALLOCATING YOUR CONTRIBUTIONS

  You may choose from among three ways to allocate your contributions under your
  contract: self-directed, principal assurance, or dollar cost averaging.

  SELF-DIRECTED ALLOCATION

  You may allocate your contributions to one or more, or all, of the variable
  investment options and fixed maturity options. Allocations must be in whole
  percentages and you may change your allocations at any time. However, the
  total of your allocations must equal 100%. If the annuitant is age 76 or
  older, you may allocate contributions to fixed maturity options if their
  maturities are five years or less. Also, you may not allocate amounts to fixed
  maturity options with maturity dates that are later than the February 15th
  immediately following the date annuity payments are to begin.

  PRINCIPAL ASSURANCE ALLOCATION

  Under this allocation program you select a fixed maturity option. We specify
  the portion of your initial contribution to be allocated to that fixed
  maturity option in an amount that will cause the maturity value to equal the
  amount of your entire initial contribution on the fixed maturity option's
  maturity date. The maturity date you select generally may not be later than 10
  years, or earlier than 7 years from your contract date. You allocate the rest
  of your contribution to the variable investment options however you choose.

  For example, if your initial contribution is $10,000, and on August 2, 1999
  you chose the fixed maturity option with a maturity date of February 15, 2009,
  since the rate to maturity was 5.85% on August 2, 1999, we would have
  allocated $5,811.03 to that fixed maturity option and the balance to your
  choice of variable investment options. On the maturity date your value in the
  fixed maturity option would be $10,000.

  The principal assurance allocation is only available for annuitant ages 75 or
  younger when the contract is issued. If you are purchasing a Rollover IRA,
  Flexible Premium IRA, QP, or Rollover TSA contract, before you select a
  maturity year that would extend beyond the year in which you will reach age
  70 1/2, you should consider whether your value in the variable investment
  options, or your other traditional IRA or TSA funds are sufficient to meet
  your required minimum distributions. See "Tax information."

  DOLLAR COST AVERAGING

  We offer two dollar cost averaging programs. Each program allows you to
  gradually allocate amounts to the variable investment options by periodically
  transferring approximately the same dollar amount to the variable investment
  options you select. This will cause you to purchase more units if the unit's
  value is low and fewer units if the unit's value is high. Therefore, you may
  get a lower average cost per unit over the long term. These plans of
  investing, however, do not guarantee that you will earn a profit or be
  protected against losses.

- --------------------------------------------------------------------------------
  Units measure your value in each variable investment option.
- --------------------------------------------------------------------------------

  SPECIAL DOLLAR COST AVERAGING PROGRAMS. Under the special dollar cost
  averaging program, you may choose to allocate all or a portion of your initial
  contribution to the account for special dollar cost averaging. However, you
  must allocate at least $2,000 to the account for special dollar cost averaging
  for this program. In Pennsylvania we refer to this program as "enhanced rate
  dollar cost averaging."

  You may have your account value transferred to any of the variable investment
  options. We will transfer amounts from the account for special dollar cost
  averaging into the variable investment options over the time period that you
  select. We offer time periods of 6 or 12 months. We may also offer other time
  periods. Your registered representative can provide information on the time
  periods currently available or you may contact our processing office. You may
  only select one time period. Each time period has a different

<PAGE>

- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  25
- --------------------------------------------------------------------------------


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



  interest rate. Once you select a time period, you may not change it.
  Currently, your account value will be transferred from the account for special
  dollar cost averaging into the variable investment options on a monthly basis.
  We may offer this program in the future with transfers on a different basis.
  We will transfer all amounts out of the account for special dollar cost
  averaging by the end of the chosen time period. The transfer date will be the
  same day of the month as the contract date, but not later than the 28th day of
  the month.

  If you choose to allocate only a portion of your initial contribution to the
  account for special dollar cost averaging, the remaining balance of your
  initial contribution will be allocated to the variable investment options or
  fixed maturity options according to your instructions. You may not allocate
  additional contributions to the account for special dollar cost averaging.

- --------------------------------------------------------------------------------
  The account for special dollar cost averaging provides guaranteed interest.
- --------------------------------------------------------------------------------

  The only amounts that should be transferred from the account for special
  dollar cost averaging are your regularly scheduled transfers to the variable
  investment options. If you request to transfer or withdraw any other amounts,
  we will transfer all of the value that you have remaining in the account for
  special dollar cost averaging to the investment options according to the
  allocation percentages we have on file for you. As a result, you will no
  longer be able to participate in the special dollar cost averaging program.
  You may also ask us to cancel your participation at any time.

  If the account for special dollar cost averaging is not available in your
  state, we offer a special dollar cost averaging program in the Alliance Money
  Market option. Under this program we will not deduct the mortality and expense
  risks and administrative charges from assets in the Alliance Money Market
  option. You may not allocate amounts other than your initial contribution to
  this program, which is in effect only for your first contract year. We reserve
  the right to discontinue offering the Alliance Money Market special dollar
  cost averaging program for new contracts once the account for special dollar
  cost averaging becomes available in a state. Your registered representative
  can provide information about state availability. You may also contact us
  directly.

  GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the Alliance Money
  Market option is at least $5,000, you may choose, at any time, to have a
  specified dollar amount or percentage of your value transferred from that
  option to the other variable investment options. You can select to have
  transfers made on a monthly, quarterly, or annual basis. The transfer date
  will be the same calendar day of the month as the contract date, but not later
  than the 28th day of the month. You can also specify the number of transfers
  or instruct us to continue making the transfers until all amounts in the
  Alliance Money Market option have been transferred out.

  The minimum amount that we will transfer each time is $250. The maximum amount
  we will transfer is equal to your value in the Alliance Money Market option at
  the time the program is elected, divided by the number of transfers scheduled
  to be made.

  If, on any transfer date, your value in the Alliance Money Market option is
  equal to or less than the amount you have elected to have transferred, the
  entire amount will be transferred. The general dollar cost averaging program
  will then end. You may change the transfer amount once each contract year or
  cancel this program at any time.

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

  You may not elect dollar cost averaging if you are participating in the
  rebalancing program. See "Transferring your money among investment options."

  OUR BASEBUILDER OPTION

  The baseBUILDER option offers you a combined guaranteed minimum income benefit
  and guaranteed minimum death benefit. The combined benefit is available if the
  annuitant is between the ages of 20 and 75. There is an additional charge for
  this benefit. See "baseBUILDER benefits charge" under "Charges and expenses."


<PAGE>

- --------------------------------------------------------------------------------
26  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


- --------------------------------------------------------------------------------
  baseBUILDER provides income protection if you elect an income payout while the
  annuitant is alive and a death benefit if the annuitant dies.
- --------------------------------------------------------------------------------

  The guaranteed minimum income benefit component of baseBUILDER is described
  below under "Your guaranteed minimum income benefit under baseBUILDER." As
  part of baseBUILDER you have a choice of two guaranteed minimum death benefit
  options: either a "5% roll up to age 80" or an "annual ratchet to age 80." The
  two options are described under "Guaranteed minimum death benefit." The
  guaranteed minimum death benefit is provided under the contract even if you do
  not elect baseBUILDER, and for a broader range of annuitant ages at contract
  issue than those available under baseBUILDER. baseBUILDER is not currently
  available in New York.

  YOUR GUARANTEED MINIMUM INCOME BENEFIT UNDER BASEBUILDER

  The guaranteed minimum income benefit guarantees you a minimum amount of
  lifetime income under our Income Manager (life annuity with a period certain)
  payout annuity contract. The Income Manager (life annuity with a period
  certain) payout annuity contract provides payments during a specified period
  of time (called a period certain) that will continue for the rest of the
  annuitant's life thereafter. If the annuitant dies before the period certain
  has ended, payments will continue to the beneficiary for the time remaining in
  the period certain.

- --------------------------------------------------------------------------------
  We also refer to the guaranteed minimum income benefit as the "Living
  Benefit."
- --------------------------------------------------------------------------------

  GUARANTEED MINIMUM INCOME BENEFIT'S BENEFIT BASE.

  On the contract date, your guaranteed minimum income benefit's benefit base
  ("benefit base") is equal to the initial contribution. Thereafter, the benefit
  base will be credited with interest each day through the annuitant's age 80.
  The effective annual interest rate is 5% for amounts in the variable
  investment options (other than the Alliance Money Market option) and in the
  special dollar cost averaging programs. Amounts in the Alliance Money Market
  option, the fixed maturity options, and in a Rollover TSA contract loan
  reserve account will be credited with interest at a 3% effective annual rate.
  No interest is credited after age 80.

  If you make an additional contribution to your contract, we will increase your
  current benefit base by the dollar amount of the additional contribution on
  the date that the contribution is allocated to your investment options. If you
  take a withdrawal from your contract, we will adjust your benefit base for the
  withdrawal on the date that you make the withdrawal. See "How withdrawals
  affect your guaranteed minimum income benefit and guaranteed minimum death
  benefit" under "Accessing your money" for more detailed information. The
  benefit base will be reduced by any withdrawal charge remaining when you
  exercise your guaranteed minimum income benefit. Under Rollover TSA contracts,
  we will also reduce your benefit base by the amount of any outstanding loan
  plus accrued interest on the date that you exercise your guaranteed minimum
  income benefit.

- --------------------------------------------------------------------------------
  Your benefit base is not an account value or a cash value and is used solely
  for purposes of calculating your guaranteed minimum income benefit.
- --------------------------------------------------------------------------------

  EXERCISING YOUR BENEFIT AND INCOME YOU WILL RECEIVE.

  If you exercise the guaranteed minimum income benefit, the annual lifetime
  income that you will receive under the Income Manager (life annuity with a
  period certain) payout annuity contract, will be the greater of (i) your
  guaranteed minimum income benefit, or (ii) the income provided by applying
  your actual account value at our then current annuity purchase factors.

  The guaranteed minimum income benefit is based on conservative actuarial
  factors. Therefore, even if your account value is less than your benefit base,
  you may generate more income by applying your account value to current annuity
  purchase factors. We will make this comparison for you when the need arises.

- --------------------------------------------------------------------------------
  The guaranteed minimum income benefit should be regarded as a safety net only.
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  27
- --------------------------------------------------------------------------------


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


  ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT.

  The table below illustrates the guaranteed minimum income benefit amounts per
  $100,000 of initial contribution, for a male annuitant age 60 (at issue) on
  the contract date anniversaries indicated, assuming no additional
  contributions, withdrawals, or loans under Rollover TSA contracts, and
  assuming there were no allocations to the Alliance Money Market option or the
  fixed maturity options.

  --------------------------------------------------------------
                                      Guaranteed minimum
                                income benefit - annual income
       Contract date                 payable for life with
  anniversary at exercise           10 year period certain
  --------------------------------------------------------------
             7                               $8,315
            10                              $10,341
            15                              $14,924
  --------------------------------------------------------------

  Under NQ, and all IRA contracts, you may exercise the guaranteed minimum
  income benefit only within 30 days following the seventh or later contract
  date anniversary under your contract. However, you may not exercise the
  benefit before the annuitant is age 60, or after the annuitant is age 83.
  There is an exception if the annuitant is between ages 20 and 44 when your
  contract is issued. In this case you may exercise the benefit following the
  15th or later contract date anniversary, but not after the annuitant is age
  83. See "Exercise of guaranteed minimum income benefit under QP and Rollover
  TSA contracts" below regarding exercising the benefit under QP and Rollover
  TSA contracts.

  Your contract will terminate when you exercise your guaranteed minimum income
  benefit. You will then receive an Income Manager (life annuity with a period
  certain) payout annuity contract. Your period certain will be based on the
  annuitant's age at the time the benefit is exercised, as follows:

  ------------------------------------------------------------------
                   Level payments*
  ------------------------------------------------------------------
                                            Period certain years
                                    --------------------------------
        Annuitant's
      age at exercise                       IRAs             NQ
  ------------------------------------------------------------------
        60 to 75                             10              10
           76                                 9              10
           77                                 8              10
           78                                 7              10
           79                                 7              10
           80                                 7              10
           81                                 7               9
           82                                 7               8
           83                                 7               7
  ------------------------------------------------------------------

  * Other forms and periods certain may also be available. For Rollover IRA and
    Flexible Premium IRA contracts, please see "Required minimum distributions"
    under "Individual retirement arrangements" in "Tax information," as to how
    this option may be affected if exercised after age 70 1/2.

  You will begin receiving payments one payment period after the payout annuity
  contract is issued. For example, if you select monthly annuity payments, we
  will send your first payment to you approximately one month from the date your
  contract is issued.

  Each year on your contract date anniversary, if you are eligible to exercise
  the guaranteed minimum income benefit, we will send you an eligibility notice
  illustrating how much income could be provided as of the contract date
  anniversary. You may then notify us within 30 days following the contract date
  anniversary if you want to exercise the guaranteed minimum income benefit. You
  must return your contract to us in order to exercise this benefit. The amount
  of income you actually receive will be determined when we receive your request
  to exercise the benefit.

  You may also apply your cash value at any time to an Income Manager (life
  annuity with a period certain) payout annuity contract, and you may always
  apply your account value to any of our annuity payout options. The traditional
  annuity payout options are discussed under "Accessing your money." These
  options differ from the Income Manager payout annuity contracts. They may
  provide higher or lower income levels, but do not have all the features of the
  Income Manager payout annuity contract. You may request an


<PAGE>

- --------------------------------------------------------------------------------
28  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


  illustration of the Income Manager payout annuity contract from your
  registered representative.

  The Income Manager (life annuity with a period certain) payout annuity
  contracts are offered through our prospectus for the Income Manager payout
  annuities. You may obtain a copy of the most current version from your
  registered representative. You should read it carefully before you decide to
  exercise your guaranteed minimum income benefit.

  SUCCESSOR ANNUITANT/CONTRACT OWNER. If the successor annuitant/contract owner
  (discussed under "More information" later in this prospectus) elects to
  continue the contract after your death, the guaranteed minimum income benefit
  will continue to be available on the contract date anniversaries specified
  above based on the contract date. However, the guaranteed minimum income
  benefit must be exercised based on the age of the successor annuitant/
  contract owner.

  EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT UNDER QP AND ROLLOVER TSA
  CONTRACTS. Under QP contracts, the guaranteed minimum income benefit may be
  exercised in the same manner as described above only after the trustee of the
  qualified plan directly rolls over the QP contract to a Rollover IRA contract.
  In this process the ownership of the QP contract is changed to the annuitant.
  The rollover to a Rollover IRA contract and change of ownership may only occur
  when the annuitant will no longer be a participant in the qualified plan.

  Similarly, under Rollover TSA contracts the contract owner must convert the
  Rollover TSA contract in a direct rollover to a Rollover IRA contract
  according to our rules. The rollover to a Rollover IRA contract may only occur
  when you are eligible for a rollover distribution from a TSA. This may
  generally occur when you are age 59 1/2, or you are separated from service
  from the employer who provided the Rollover TSA funds. See "Rollover or direct
  transfer contributions" under "Tax information" later in this prospectus.

  GUARANTEED MINIMUM DEATH BENEFIT

  Applicable for annuitant ages 0 through 79 at issue of NQ contracts; 20
  through 79 at issue of Rollover IRA, Roth Conversion IRA, Flexible Premium
  Roth IRA, and Rollover TSA contracts; 20 through 70 at issue of Flexible
  Premium IRA contracts; and 20 through 75 at issue of QP contracts.

  You may elect either the "5% roll up to age 80" or the "annual ratchet to age
  80" guaranteed minimum death benefit when you apply for a contract. Once you
  have made your election, you may not change it.

  5% ROLL UP TO AGE 80. On the contract date, the guaranteed minimum death
  benefit equals your initial contribution. Thereafter, the guaranteed minimum
  death benefit will be credited with interest each day through the annuitant's
  age 80. The effective annual interest rate is 5% for amounts in the variable
  investment options (other than the Alliance Money Market option) and in the
  special dollar cost averaging programs. Amounts in the Alliance Money Market
  option, the fixed maturity options and in a Rollover TSA contract loan reserve
  account will be credited with interest at a 3% effective annual rate. No
  interest is credited after the annuitant is age 80.

  If you make additional contributions, we will increase your current guaranteed
  minimum death benefit by the dollar amount of the additional contribution on
  the date the contribution is allocated to your investment options. If you take
  a withdrawal from your contract, we will adjust your guaranteed minimum death
  benefit for the withdrawal on the date you take the withdrawal.

  The 5% roll up to age 80 guaranteed minimum death benefit is not available in
  New York.

  ANNUAL RATCHET TO AGE 80. On the contract date, your guaranteed minimum death
  benefit equals your initial contribution. Then, on each contract date
  anniversary, we will determine your guaranteed minimum death benefit by
  comparing your current guaranteed minimum death benefit to your account value
  on that contract date anniversary. If your account value is higher than your
  guaranteed minimum death benefit, we will increase your guaranteed minimum


<PAGE>

- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  29
- --------------------------------------------------------------------------------


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


  death benefit to equal your account value. On the other hand, if your account
  value on the contract date anniversary is less than your guaranteed minimum
  death benefit, we will not adjust your guaranteed minimum death benefit either
  up or down.

  If you make additional contributions, we will increase your current guaranteed
  minimum death benefit by the dollar amount of the contribution on the date the
  contribution is allocated to your investment options. If you take a withdrawal
  from your contract, we will adjust your guaranteed minimum death benefit on
  the date you take the withdrawal.

  Applicable for annuitant ages 80 through 83 when the contract is issued.

  On the contract date, your guaranteed minimum death benefit equals your
  initial contribution. Thereafter, it will be increased by the dollar amount of
  any additional contributions. We will adjust your guaranteed minimum death
  benefit if you take any withdrawals.

  Please see "How withdrawals affect your guaranteed minimum income benefit and
  guaranteed minimum death benefit" under "Accessing your money" for information
  on how withdrawals affect your guaranteed minimum death benefit. For contracts
  issued in New York, the guaranteed minimum death benefit at the annuitant's
  death will never be less than your value in the variable investment options,
  plus the sum of the fixed maturity amounts in each fixed maturity option.

  See Appendix IV for an example of how we calculate the guaranteed minimum
  death benefit.

  YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

  If for any reason you are not satisfied with your contract, you may return it
  to us for a refund. To exercise this cancellation right you must mail the
  contract directly to our processing office within 10 days after you receive
  it. In some states, this "free look" period may be longer.

  Generally, your refund will equal your account value under the contract and
  will reflect (i) any investment gain or loss in the variable investment
  options (less the daily charges we deduct), (ii) any positive or negative
  market value adjustments in the fixed maturity options, and (iii) any
  guaranteed interest in the account for special dollar cost averaging, through
  the date we receive your contract. Some states require that we refund the full
  amount of your contribution (not reflecting (i), (ii) or (iii) above). For any
  IRA contract returned to us within seven days after you receive it, we are
  required to refund the full amount of your contribution.

  We may require that you wait six months before you may apply for a contract
  with us again if:

  o  you cancel your contract during the free look period; or

  o  you change your mind before you receive your contract whether we have
     received your contribution or not.

  Please see "Tax information" for possible consequences of cancelling your
  contract.

  If you fully convert an existing traditional IRA contract to a Roth Conversion
  IRA or Flexible Premium Roth IRA contract, you may cancel your Roth Conversion
  IRA or Flexible Premium Roth IRA contract and return to a Rollover IRA or
  Flexible Premium IRA contract, whichever applies. Our processing office, or
  your registered representative, can provide you with the cancellation
  instructions.


<PAGE>

- --------------------------------------------------------------------------------
30  DETERMINING YOUR CONTRACT'S VALUE
- --------------------------------------------------------------------------------

2
Determining your contract's value


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


  YOUR ACCOUNT VALUE

  Your "account value" is the total of the (i) values you have in the variable
  investment options, (ii) market adjusted amounts in the fixed maturity
  options, and (iii) value in the account for special dollar cost averaging.
  These amounts are subject to certain fees and charges discussed under "Charges
  and expenses." Under Rollover TSA contracts, if you have any outstanding loan,
  your account value will include any amount in the loan reserve account.

  Your contract also has a "cash value." At any time before annuity payments
  begin, your contract's cash value is equal to the account value, less the
  annual administrative charge under Flexible Premium IRA and Flexible Premium
  Roth IRA contracts, and less any withdrawal charge that may apply if you
  surrender your contract. The 15% free withdrawal amount does not apply if you
  surrender your contract. If you have a Rollover TSA contract with an
  outstanding loan, your cash value is also reduced by the amount of any
  outstanding loan plus accrued interest. Please see "Surrendering your contract
  to receive its cash value" under "Accessing your money."

  YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS

  Each variable investment option invests in shares of a corresponding
  portfolio. Your value in each variable investment option is measured by
  "units." The value of your units will increase or decrease as though you had
  invested it in the corresponding portfolio's shares directly. Your value,
  however, will be reduced by the amount of the fees and charges that we deduct
  under the contract.

  The unit value for each variable investment option depends on the investment
  performance of that option, minus daily charges for mortality and expense
  risks and administrative expenses. On any day, your value in any variable
  investment option equals the number of units credited to that option, adjusted
  for any units deducted from your contract under that option, multiplied by
  that day's value for one unit. The number of your contract units in any
  variable investment option does not change unless you make additional
  contributions, make a withdrawal, or transfer amounts among investment
  options, or we transfer your loan amount to the loan reserve account under a
  TSA contract. In addition, when we deduct the baseBUILDER benefits charge and
  any withdrawal charge the number of units credited to your contract will be
  reduced. Your units are also reduced under Flexible Premium IRA and Flexible
  Premium Roth IRA contracts when we deduct the annual administrative charge. A
  description of how unit values are calculated is found in the SAI.

  YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS

  Your value in each fixed maturity option at any time before the maturity date
  is the market adjusted amount in each option. This is equivalent to your fixed
  maturity amount increased or decreased by the market value adjustment. Your
  value, therefore, may be higher or lower than your contributions (less
  withdrawals) accumulated at the rate to maturity. At the maturity date, your
  value in the fixed maturity option will equal its maturity value.

  YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING

  Your value in the account for special dollar cost averaging at any time will
  equal your initial contribution allocated to that option, plus interest, less
  the sum of all amounts that have been transferred to the variable investment
  options you have selected.


<PAGE>

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                            TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS  31
- --------------------------------------------------------------------------------

3
Transferring your money among investment options


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


  TRANSFERRING YOUR ACCOUNT VALUE

  At any time before the date annuity payments are to begin, you can transfer
  some or all of your account value among the investment options, subject to the
  following:

  o You may not transfer any amount to the account for special dollar cost
    averaging.

  o You may not transfer to a fixed maturity option that matures in the current
    calendar year, or that has a rate to maturity of 3%.

  o If the annuitant is 76 or older, you must limit your transfers to fixed
    maturity options to those with maturities of five years or less. Also, the
    maturity dates may be no later than the February 15th immediately following
    the date annuity payments are to begin.

  o If you make transfers out of a fixed maturity option other than at its
    maturity date the transfer may cause a market value adjustment.

  You may request a transfer in writing or by telephone using TOPS. You must
  send in all written transfer requests directly to our processing office.
  Transfer requests should specify:

  (1) the contract number,

  (2) the dollar amounts or percentages of your current account value to be
      transferred, and

  (3) the investment options to and from which you are transferring.

  We may, at any time, restrict the use of market timers and other agents acting
  under a power of attorney who are acting on behalf of more than one contract
  owner. Any agreements to use market timing services to make transfers are
  subject to our rules in effect at that time.

  We will confirm all transfers in writing.

  REBALANCING YOUR ACCOUNT VALUE

  We currently offer a rebalancing program that you can use to automatically
  reallocate your account value among the variable investment options. You must
  tell us:

  (a) the percentage you want invested in each variable investment option (whole
      percentages only), and

  (b) how often you want the rebalancing to occur (quarterly, semiannually, or
      annually on a contract year basis. Rebalancing will occur on the same day
      of the month as the contract date).

  While your rebalancing program is in effect, we will transfer amounts among
  each variable investment option so that the percentage of your account value
  that you specify is invested in each option at the end of each rebalancing
  date. Your entire account value in the variable investment options must be
  included in the rebalancing program.

- --------------------------------------------------------------------------------
  Rebalancing does not assure a profit or protect against loss. You should
  periodically review your allocation percentages as your needs change. You may
  want to discuss the rebalancing program with your registered representative or
  other financial adviser before electing the program.
- --------------------------------------------------------------------------------

  You may elect the rebalancing program at any time. You may also change your
  allocation instructions or cancel the program at any time. If you request a
  transfer while the rebalancing program is in effect, we will process the
  transfer as requested and then cancel the rebalancing program.

  You may not elect the rebalancing program if you are participating in a dollar
  cost averaging program. Rebalancing is not available for amounts you have
  allocated in the fixed maturity options.


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32  ACCESSING YOUR MONEY
- --------------------------------------------------------------------------------

4
Accessing your money


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


  WITHDRAWING YOUR ACCOUNT VALUE

  You have several ways to withdraw your account value before annuity payments
  begin. The table below shows the methods available under each type of
  contract. More information follows the table. For the tax consequences of
  withdrawals, see "Tax information."

  ------------------------------------------------------------------------------
                                          Method of withdrawal
  ------------------------------------------------------------------------------
                                          Substantially     Minimum
  Contract          Lump sum   Systematic      equal      distribution
  ------------------------------------------------------------------------------
  NQ                  Yes         Yes          No              No
  ------------------------------------------------------------------------------
  Rollover IRA        Yes         Yes          Yes             Yes
  ------------------------------------------------------------------------------
  Flexible
    Premium IRA       Yes         Yes          Yes             Yes
  Roth Conversion
    IRA               Yes         Yes          Yes             No
  ------------------------------------------------------------------------------
  Flexible
    Premium
    Roth IRA          Yes         Yes          Yes             No
  ------------------------------------------------------------------------------
  QP                  Yes         No           No              Yes
  ------------------------------------------------------------------------------
  Rollover TSA        Yes*        No           No              Yes
  ------------------------------------------------------------------------------

  * For some Rollover TSA contracts, your ability to take withdrawals, loans or
    surrender your contract may be  limited. You must provide withdrawal
    restriction information when you apply for a contract. See "Tax
    information -- Tax Sheltered Annuity contracts (TSAs)."

  LUMP SUM WITHDRAWALS
  (All contracts)

  You may take lump sum withdrawals from your account value at any time.
  (Rollover TSA contracts may have restrictions.) The minimum amount you may
  withdraw is $1,000. If you request to withdraw more than 90% of a contract's
  current cash value we will treat it as a request to surrender the contract for
  its cash value. See "Surrendering your contract to receive its cash value"
  below.

  Lump sum withdrawals in excess of the 15% free withdrawal amount may be
  subject to a withdrawal charge. Under Rollover TSA contracts, if a loan is
  outstanding, you may only take lump sum withdrawals as long as the cash value
  remaining after any withdrawal equals at least 10% of the outstanding loan
  plus accrued interest.

  SYSTEMATIC WITHDRAWALS
  (NQ and all IRA contracts)

  You may take systematic withdrawals of a particular dollar amount or a
  particular percentage of your account value.

  You may take systematic withdrawals on a monthly, quarterly, or annual basis
  as long as the withdrawals do not exceed the following percentages of your
  account value: 1.2% monthly, 3.6% quarterly, and 15.0% annually. The minimum
  amount you may take in each systematic withdrawal is $250. If the amount
  withdrawn would be less than $250 on the date a withdrawal is to be taken, we
  will not make a payment and we will terminate your systematic withdrawal
  election.

  We will make the withdrawals on any day of the month that you select as long
  as it is not later than the 28th day of the month. If you do not select a
  date, we will make the withdrawals on the same calendar day of the month as
  the contract date. You must wait at least 28 days after your contract is
  issued before your systematic withdrawals can begin.

  You may elect to take systematic withdrawals at any time. If you own an IRA
  contract, you may elect this withdrawal method only if you are between ages
  59 1/2 and 70 1/2. You may not elect the systematic withdrawal method if you
  have balances in the account for special dollar cost averaging.

  You may change the payment frequency, or the amount or percentage of your
  systematic withdrawals, once each contract year. However, you may not change
  the amount or percentage in any contract year in which you have already taken
  a lump sum withdrawal. You can cancel the systematic withdrawal option at any
  time.

  Systematic withdrawals are not subject to a withdrawal charge, except to the
  extent that, when added to a lump sum withdrawal previously taken in the same
  contract year, the systematic withdrawal exceeds the 15% free withdrawal
  amount.

<PAGE>

- --------------------------------------------------------------------------------
                                                         ACCESSING YOUR MONEY 33
- --------------------------------------------------------------------------------


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


  SUBSTANTIALLY EQUAL WITHDRAWALS
  (All IRA contracts)

  The substantially equal withdrawals option allows you to receive distributions
  from your account value without triggering the 10% additional federal tax
  penalty, which normally applies to distributions made before age 59 1/2. See
  "Tax information." Once you begin to take substantially equal withdrawals, you
  should not stop them or change the pattern of your withdrawals until the later
  of age 59 1/2 or five full years after the first withdrawal. If you stop or
  change the withdrawals or take a lump sum withdrawal, you may be liable for
  the 10% federal tax penalty that would have otherwise been due on prior
  withdrawals made under this option and for any interest on those withdrawals.

  You may elect to take substantially equal withdrawals at any time before age
  59 1/2. We will make the withdrawal on any day of the month that you select
  as long as it is not later than the 28th day of the month. You may not elect
  to receive the first payment in the same contract year in which you took a
  lump sum withdrawal. We will calculate the amount of your substantially equal
  withdrawals. The payments will be made monthly, quarterly, or annually as you
  select. These payments will continue until we receive written notice from you
  to cancel this option or you take a lump sum withdrawal. You may elect to
  start receiving substantially equal withdrawals again, but the payments may
  not restart in the same contract year in which you took a lump sum withdrawal.
  We will calculate the new withdrawal amount.

  You may not elect substantially equal withdrawals if you have balances in the
  account for special dollar cost averaging.

  Substantially equal withdrawals are not subject to a withdrawal charge.

  MINIMUM DISTRIBUTION WITHDRAWALS (Rollover IRA, Flexible Premium IRA, QP, and
  Rollover TSA contracts only - See "Tax information")

  We offer the minimum distribution withdrawal option to help you meet required
  minimum distributions under federal income tax rules. You may elect this
  option in the year in which you reach age 70 1/2. The minimum amount we will
  pay out is $250. You may elect the method you want us to use to calculate your
  minimum distribution withdrawals from the choices we offer. Currently, minimum
  distribution withdrawal payments will be made annually.

  We do not impose a withdrawal charge on minimum distribution withdrawals
  except if when added to a lump sum withdrawal previously taken in the same
  contract year, the minimum distribution withdrawal exceeds the 15% free
  withdrawal amount.

  We will calculate your annual payment based on your account value at the end
  of the prior calendar year based on the method you choose.

  Under Rollover TSA contracts, you may not elect minimum distribution
  withdrawals if a loan is outstanding.

- --------------------------------------------------------------------------------
  For Rollover IRA, Flexible Premium IRA, QP, and Rollover TSA contracts, we
  will send a form outlining the distribution options available before you reach
  age 70 1/2 (if you have not begun your annuity payments before that time).
- --------------------------------------------------------------------------------

  HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE

  Unless you specify otherwise, we will subtract your withdrawals on a pro rata
  basis from your value in the variable investment options. If there is
  insufficient value or no value in the variable investment options, any
  additional amount of the withdrawal required or the total amount of the
  withdrawal will be withdrawn from the fixed maturity options in order of the
  earliest maturity date(s) first. A market value adjustment may apply.

  HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT AND GUARANTEED
  MINIMUM DEATH BENEFIT

  Withdrawals will reduce your guaranteed benefits on either a dollar-for-dollar
  basis or on a pro rata basis as explained below:

<PAGE>

- --------------------------------------------------------------------------------
34 ACCESSING YOUR MONEY
- --------------------------------------------------------------------------------


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


  INCOME BENEFIT

  Benefit base - Your current benefit base will be reduced on a dollar-for-
  dollar basis as long as the sum of your withdrawals in a contract year is 5%
  or less of the guaranteed minimum death benefit on the most recent contract
  date anniversary. Once you take a withdrawal that causes the sum of your
  withdrawals in a contract year to exceed 5% of the guaranteed minimum death
  benefit on the most recent contract date anniversary, that withdrawal and any
  subsequent withdrawals in that same contract year will reduce your current
  benefit base on a pro rata basis.

  DEATH BENEFIT

  5% roll up to age 80 -- If you elect the 5% roll up to age 80 guaranteed
  minimum death benefit, your current guaranteed minimum death benefit will be
  reduced on a dollar-for-dollar basis as long as the sum of your withdrawals in
  a contract year is 5% or less of the guaranteed minimum death benefit on the
  most recent contract date anniversary. Once you take a withdrawal that causes
  the sum of your withdrawals in a contract year to exceed 5% of the guaranteed
  minimum death benefit on the most recent contract date anniversary, that
  withdrawal and any subsequent withdrawals in that same contract year will
  reduce your current guaranteed minimum death benefit on a pro rata basis.

  Annual ratchet to age 80 -- If you elect the annual ratchet to age 80
  guaranteed minimum death benefit, each withdrawal will always reduce your
  current guaranteed minimum death benefit on a pro rata basis.

  Annuitant issue ages 80 through 83 -- If your contract was issued when the
  annuitant was between ages 80 and 83, each withdrawal will always reduce your
  current guaranteed minimum death benefit on a pro rata basis.

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

  Reduction on a dollar-for-dollar basis means that your current benefit will be
  reduced by the dollar amount of the withdrawal. Reduction on a pro rata basis
  means that we calculate the percentage of your current account value that is
  being withdrawn and we reduce your current benefit by that same percentage.
  For example, if your account value is $30,000 and you withdraw $12,000, you
  have withdrawn 40% of your account value. If your guaranteed minimum death
  benefit was $40,000 before the withdrawal, it would be reduced by $16,000
  ($40,000 x.40) and your new guaranteed minimum death benefit after the
  withdrawal would be $24,000 ($40,000 - $16,000).

  The timing of your withdrawals and whether they exceed the 5% threshold
  described above can have a significant impact on your guaranteed minimum
  income benefit or guaranteed minimum death benefit.

  LOANS UNDER ROLLOVER TSA CONTRACTS

  You may take loans from a Rollover TSA unless restricted by the employer who
  provided the Rollover TSA funds. If you cannot take a loan, or cannot take a
  loan without approval from the employer who provided the funds, we will have
  this information in our records based on what you and the employer who
  provided the funds told us when you purchased your contract. The employer must
  also tell us whether special employer plan rules of the Employee Retirement
  Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a
  loan while you are taking minimum distribution withdrawals.

  You should read the terms and conditions on our loan request form carefully
  before taking out a loan. Under Rollover TSA contracts subject to ERISA, you
  may only take a loan with the written consent of your spouse. Your contract
  contains further details of the loan provision. Also, see "Tax information"
  for general rules applicable to loans.

  We will permit you to have only one loan outstanding at a time. The minimum
  loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your
  account value, subject to any limits under the federal income tax rules. The
  term of a loan is five years. However, if you use the loan to acquire your
  primary residence, the term is 10 years. The term may not extend beyond the
  earliest of:

  (1) the date annuity payments begin,

  (2) the date the contract terminates, and

<PAGE>

- --------------------------------------------------------------------------------
                                                         ACCESSING YOUR MONEY 35
- --------------------------------------------------------------------------------


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


  (3) the date a death benefit is paid (the outstanding loan will be deducted
      from the death benefit amount).

  Interest will accrue daily on your outstanding loan at a rate we set. The loan
  interest rate will be equal to the Moody's Corporate Bond Yield Averages for
  Baa bonds for the calendar month ending two months before the first day of the
  calendar quarter in which the rate is determined.

  LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the
  amount of your loan to the loan reserve account. Unless you specify otherwise,
  we will subtract your loan on a pro rata basis from your value in the variable
  investment options. If there is insufficient value or no value in the variable
  investment options, any additional amount of the loan will be subtracted from
  the fixed maturity options in order of the earliest maturity date(s) first. A
  market value adjustment may apply.

  We will credit interest to the amount in the loan reserve account at a rate of
  2% lower than the loan interest rate that applies for the time your loan is
  outstanding. On each contract date anniversary after the date the loan is
  processed, we will transfer the amount of interest earned in the loan reserve
  account to the variable investment options on a pro rata basis. When you make
  a loan repayment, unless you specify otherwise, we will transfer the dollar
  amount of the loan repaid from the loan reserve account to the investment
  options according to the allocation percentages we have on our records.

  SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE

  You may surrender your contract to receive its cash value at any time while
  the annuitant is living and before you begin to receive annuity payments.
  (Rollover TSA contracts may have restrictions.) For a surrender to be
  effective, we must receive your written request and your contract at our
  processing office. We will determine your cash value on the date we receive
  the required information. All benefits under the contract will terminate as of
  that date.

  You may receive your cash value in a single sum payment or apply it to one or
  more of the annuity payout options. See "Choosing your annuity payout options"
  below. We will usually pay the cash value within seven calendar days, but we
  may delay payment as described in "When to expect payments" below. For the tax
  consequences of surrenders, see "Tax information."

  WHEN TO EXPECT PAYMENTS

  Generally, we will fulfill requests for payments out of the variable
  investment options within seven calendar days after the date of the
  transaction to which the request relates. These transactions may include
  applying proceeds to a variable annuity, payment of a death benefit, payment
  of any amount you withdraw (less any withdrawal charge) and, upon surrender,
  payment of the cash value. We may postpone such payments or applying proceeds
  for any period during which:

  (1) the New York Stock Exchange is closed or restricts trading,

  (2) sales of securities or determination of the fair value of a variable
      investment option's assets is not reasonably practicable because of an
      emergency, or

  (3) the SEC, by order, permits us to defer payment to protect people remaining
      in the variable investment options.

  We can defer payment of any portion of your value in the fixed maturity
  options and the account for special dollar cost averaging (other than for
  death benefits) for up to six months while you are living. We also may defer
  payments for a reasonable amount of time (not to exceed 15 days) while we are
  waiting for a contribution check to clear.

  All payments are made by check and are mailed to you (or the payee named in a
  tax-free exchange) by U.S. mail, unless you request that we use an express
  delivery service at your expense.


<PAGE>

- --------------------------------------------------------------------------------
36  ACCESSING YOUR MONEY
- --------------------------------------------------------------------------------


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


  CHOOSING YOUR ANNUITY PAYOUT OPTIONS

  Equitable Accumulator offers you several choices for receiving retirement
  income. Each choice enables you to receive fixed or, in some cases, variable
  annuity payments.

  You can choose from among the six different annuity payout options listed
  below. Restrictions apply, depending on the type of contract you own.

  ------------------------------------------------------------------------------
  Annuity payout options                    Life annuity
                                            Life annuity - period
                                             certain
                                            Life annuity - refund
                                             certain
                                            Period certain annuity
  ------------------------------------------------------------------------------
  Income Manager payout                     Life annuity with a period
     options                                 certain
                                            Period certain annuity
  ------------------------------------------------------------------------------

  ANNUITY PAYOUT OPTIONS

  You can choose from among the following annuity payout options:

  o Life annuity: An annuity that guarantees payments for the rest of the
    annuitant's life. Payments end with the last monthly payment before the
    annuitant's death. Because there is no continuation of benefits following
    the annuitant's death with this payout option, it provides the highest
    monthly payment of any of the life annuity options, so long as the annuitant
    is living.

  o Life annuity -- period certain: An annuity that guarantees payments for the
    rest of the annuitant's life. If the annuitant dies before the end of a
    selected period of time ("period certain"), payments continue to the
    beneficiary for the balance of the period certain. A life annuity with a
    period certain of 10 years is the normal form of annuity under the
    contracts. The period certain cannot extend beyond the annuitant's life
    expectancy.

  o Life annuity -- refund certain: An annuity that guarantees payments for the
    rest of the annuitant's life. If the annuitant dies before the amount
    applied to purchase the annuity option has been recovered, payments to the
    beneficiary will continue until that amount has been recovered. This payout
    option is available only as a fixed annuity.

  o Period certain annuity: An annuity that guarantees payments for a specific
    period of time, usually 5, 10, 15, or 20 years. This option does not
    guarantee payments for the rest of the annuitant's life. It does not permit
    any repayment of the unpaid principal, so you cannot elect to receive part
    of the payments as a single sum payment with the rest paid in monthly
    annuity payments. Currently, this payout option is available only as a fixed
    annuity.

  All of the above payout options are available as fixed annuities. With fixed
  annuities, we guarantee fixed annuity payments that will be based either on
  the tables of guaranteed annuity payments in your contract or on our then
  current annuity rates, whichever is more favorable for you.

  The life annuity, life annuity -- period certain, and life annuity -- refund
  certain payout options are available on a single life or joint and survivor
  life basis. The joint and survivor life annuity guarantees payments for the
  rest of the annuitant's life and, after the annuitant's death, payments
  continue to the survivor.

  The following annuity payout options are available as variable annuities:

  o Life annuity (except in New York)

  o Life annuity -- period certain

  o Joint and survivor life annuity (100% to survivor)

  o Joint and survivor life period certain annuity (100% to survivor)

  Variable annuities may be funded through your choice of variable investment
  options investing in portfolios of EQ Advisors Trust. The contract also offers
  a fixed annuity option that can be elected in combination with the variable
  annuity payout options. The amount of each variable annuity payment will
  fluctuate, depending upon the performance of the variable investment options,
  and whether the actual rate


<PAGE>

- --------------------------------------------------------------------------------
                                                         ACCESSING YOUR MONEY 37
- --------------------------------------------------------------------------------


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


  of investment return is higher or lower than an assumed base rate. Please see
  "Annuity Unit Values" in the SAI.

  We may offer other payout options not outlined here. Your registered
  representative can provide details.

  SELECTING AN ANNUITY PAYOUT OPTION

  When you select a payout option, we will issue you a separate written
  agreement confirming your right to receive annuity payments. We require you to
  return your contract before annuity payments begin.

  For NQ and IRA contracts, unless you choose a different payout option, we will
  pay annuity payments under a life annuity with a period certain of 10 years.
  The only payout options available under QP contracts and Rollover TSA
  contracts are the life annuity 10 year period certain and the joint and
  survivor life annuity 10 year period certain. You choose whether these
  payments will be either fixed or variable.

  You can choose the date annuity payments begin but it may not be earlier than
  one year from the contract date. You can change the date your annuity payments
  are to begin anytime before that date as long as you do not choose a date
  later than the 28th day of any month. Also, that date may not be later than
  the contract date anniversary that follows the annuitant's 90th birthday. This
  may be different in some states.

  Before your annuity payments are to begin, we will notify you by letter that
  the annuity payout options are available. Once you have selected a payout
  option and payments have begun, no change can be made other than transfers (if
  permitted in the future) among the variable investment options if a variable
  annuity is selected.

  The amount of the annuity payments will depend on:

  (1) the amount applied to purchase the annuity;

  (2) the type of annuity chosen, and whether it is fixed or variable. If you
      choose a variable annuity, we will use an assumed base rate of either 5%
      or 3 1/2% to calculate the level of payments. We provide information about
      the assumed base rate in the SAI;

  (3) in the case of a life annuity, the annuitant's age (or the annuitant's and
      joint annuitant's ages); and

  (4) in certain instances, the sex of the annuitant(s).

  In no event will you ever receive payments under a fixed option or an initial
  payment under a variable option of less than the minimum amounts guaranteed by
  the contract.

  The amount we apply to provide annuity payments will depend on the type of
  payout option you select. If you select a payout option that provides for
  payments for the rest of the annuitant's life, then we will apply your account
  value. If you select a payout option that provides for payments for a period
  certain, then we will apply your cash value. However, if the period certain is
  more than five years, we will apply not less than 95% of the account value.
  Amounts in the fixed maturity options that are applied to a payout option
  before a maturity date will result in a market value adjustment.

  If, at the time you elect a payout option, the amount to be applied is less
  than $2,000 or the initial payment under the form elected is less than $20
  monthly, we reserve the right to pay the account value in a single sum rather
  than as payments under the payout option chosen.

  INCOME MANAGER PAYOUT OPTIONS

  For NQ and IRA contracts, two Income Manager payout options are also
  available. These are the Income Manager (life annuity with a period certain)
  and the Income Manager (period certain).

  For QP contracts, the Income Manager payout options are available only after
  the trustee of the qualified plan directly rolls over the QP contract to a
  Rollover IRA contract. In this process the ownership of the QP contract is
  changed to the annuitant. The rollover to a Rollover IRA contract and the
  change of ownership may only occur when the annuitant will no longer be a
  participant in the qualified plan.

  For Rollover TSA contracts, the Income Manager payout annuity options are
  available only after the Rollover TSA


<PAGE>

- --------------------------------------------------------------------------------
38  ACCESSING YOUR MONEY
- --------------------------------------------------------------------------------


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


  contract is rolled over to a Rollover IRA contract. This may generally occur
  when you are age 59 1/2, or you have separated from service with the employer
  who provided the Rollover TSA funds.

  The Income Manager (life annuity with a period certain) provides guaranteed
  payments for the annuitant's life or for the annuitant's life and the life of
  a joint annuitant. The Income Manager (period certain) provides payments for a
  specified period. The contract owner and annuitant must meet the issue age and
  payment requirements. Both Income Manager annuities provide guaranteed level
  payments (NQ and IRA contracts). The Income Manager (life annuity with a
  period certain) also provides guaranteed increasing payments (NQ contracts
  only).

  If you apply only part of the account value of your contract to either of the
  Income Manager payout annuities we will consider it a withdrawal and may
  deduct a withdrawal charge. We will not deduct a withdrawal charge if you
  apply all of your account value at a time when the dollar amount of the
  withdrawal charge is greater than 2% of remaining contributions (after
  withdrawals). However, a new withdrawal charge schedule will apply under the
  Income Manager annuity. For purposes of the withdrawal charge schedule, the
  year in which your account value is applied under the Income Manager annuity
  will be "contract year 1." In addition, we will not deduct a withdrawal charge
  if you apply all of your account value from your Equitable Accumulator
  contract when the dollar amount of the withdrawal charge under such contract
  is 2% or less. This means that no withdrawal charge schedule will apply under
  the Income Manager payout annuity contract.

  You should consider the timing of your purchase as it relates to the potential
  for withdrawal charges under the Income Manager annuity. No additional
  contributions will be permitted under an Income Manager (life annuity with a
  period certain).

  You also may apply your account value to an Income Manager (period certain)
  annuity once withdrawal charges are no longer in effect under your contract.
  No withdrawal charges will apply under that Income Manager annuity.

  The Income Manager annuities are described in a separate prospectus. Copies of
  the most current version are available from your registered representative. To
  purchase an Income Manager annuity we also require the return of your
  contract. We will issue an Income Manager annuity to put one of the payout
  annuities into effect. Depending upon your circumstances, this may be done on
  a tax-free basis. Please consult your tax adviser.


<PAGE>

- --------------------------------------------------------------------------------
                                                        CHARGES AND EXPENSES  39
- --------------------------------------------------------------------------------

5
Charges and expenses


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


  CHARGES THAT EQUITABLE LIFE DEDUCTS

  We deduct the following charges each day from the net assets of each variable
  investment option. These charges are reflected in the unit values of each
  variable investment option:

  o  A mortality and expense risks charge

  o  An administrative charge

  We deduct the following charges from your account value. When we deduct these
  charges from your variable investment options, we reduce the number of units
  credited to your contract:

  o On each contract date anniversary - an annual administrative charge, if
    applicable (Flexible Premium IRA and Flexible Premium Roth IRA contracts
    only).

  o At the time you make certain withdrawals or surrender your contract - a
    withdrawal charge.

  o If you elect the optional benefit - a charge for the optional baseBUILDER
    benefit.

  o At the time annuity payments are to begin - charges for state premium and
    other applicable taxes. An annuity administrative fee may also apply.

  More information about these charges appears below. We will not increase these
  charges for the life of your contract, except as noted. We may reduce certain
  charges under group or sponsored arrangements. See "Group or sponsored
  arrangements" below.

  To help with your retirement planning, we may offer other annuities with
  different charges, benefits, and features. Please contact your registered
  representative for more information.

  MORTALITY AND EXPENSE RISKS CHARGE

  We deduct a daily charge from the net assets in each variable investment
  option to compensate us for mortality and expense risks, including the
  guaranteed minimum death benefit. The daily charge is equivalent to an annual
  rate of 1.10% of the net assets in each variable investment option.

  The mortality risk we assume is the risk that annuitants as a group will live
  for a longer time than our actuarial tables predict. If that happens, we would
  be paying more in annuity income than we planned. We also assume a risk that
  the mortality assumptions reflected in our guaranteed annuity payment tables,
  shown in each contract, will differ from actual mortality experience. Lastly,
  we assume a mortality risk to the extent that at the time of death, the
  guaranteed minimum death benefit exceeds the cash value of the contract. The
  expense risk we assume is the risk that it will cost us more to issue and
  administer the contracts than we expect.

  ADMINISTRATIVE CHARGE

  We deduct a daily charge from the net assets in each variable investment
  option. The charge, together with the annual administrative charge described
  below, is to compensate us for administrative expenses under the contracts.
  The daily charge is equivalent to an annual rate of 0.25% of the net assets in
  each variable investment option. We reserve the right under the contracts to
  increase this charge to an annual rate of 0.35%.

  ANNUAL ADMINISTRATIVE CHARGE (FLEXIBLE PREMIUM IRA AND FLEXIBLE PREMIUM ROTH
  IRA CONTRACTS ONLY)

  Under Flexible Premium IRA and Flexible Premium Roth IRA contracts, we deduct
  an administrative charge from your account value on each contract date
  anniversary. We deduct the charge if your account value on the last business
  day of the contract year is less than $25,000. If your account value on such
  date is $25,000 or more, we do not deduct the charge. During the first two
  contract years, the charge is equal to $30 or, if less, 2% of your account
  value. The charge is $30 for contract years three and later.

  We will deduct this charge from your value in the variable investment options
  on a pro rata basis. If there is not enough value in the variable investment
  options, we will deduct all or a portion of the charge from the fixed maturity
  options in order of the earliest maturity date(s) first. If you surrender your
  contract during the contract year we will deduct a pro rata portion of the
  charge.


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40  CHARGES AND EXPENSES
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WITHDRAWAL CHARGE

  A withdrawal charge applies in two circumstances: (1) if you make one or more
  withdrawals during a contract year that, in total, exceed the 15% free
  withdrawal amount, described below, or (2) if you surrender your contract to
  receive its cash value.

  The withdrawal charge equals a percentage of the contributions withdrawn. The
  percentage that applies depends on how long each contribution has been
  invested in the contract. We determine the withdrawal charge separately for
  each contribution according to the following table:

  ----------------------------------------------------------------
                                  Contract year
  ----------------------------------------------------------------
                     1    2    3    4    5    6     7      8+
  ----------------------------------------------------------------
  Percentage of
     contribution   7%    6%   5%   4%   3%   2%    1%     0%


  For purposes of calculating the withdrawal charge, we treat the contract year
  in which we receive a contribution as "contract year 1." Amounts withdrawn up
  to the free withdrawal amount are not considered withdrawal of any
  contribution. We also treat contributions that have been invested the longest
  as being withdrawn first. We treat contributions as withdrawn before earnings
  for purposes of calculating the withdrawal charge. However, federal income tax
  rules treat earnings under your contract as withdrawn first. See "Tax
  information."

  In order to give you the exact dollar amount of the withdrawal you request, we
  deduct the amount of the withdrawal and the withdrawal charge from your
  account value. Any amount deducted to pay withdrawal charges is also subject
  to a withdrawal charge. We deduct the charge in proportion to the amount of
  the withdrawal subtracted from each investment option. The withdrawal charge
  helps cover our sales expenses.

  The withdrawal charge does not apply in the circumstances described below.

  15% FREE WITHDRAWAL AMOUNT. Each contract year you can withdraw up to 15% of
  your account value without paying a withdrawal charge. The 15% free withdrawal
  amount is determined using your account value on the most recent contract date
  anniversary, minus any other withdrawals made during the contract year. The
  15% free withdrawal amount does not apply if you surrender your contract.

  Note the following special rule for NQ contracts issued to a charitable
  remainder trust, the free withdrawal amount will equal the greater of: (1) the
  current account value, less contributions that have not been withdrawn
  (earnings in the contract), and (2) the 15% free withdrawal amount defined
  above.

  MINIMUM DISTRIBUTIONS. The withdrawal charge does not apply to withdrawals
  taken under our minimum distribution withdrawal option. However, those
  withdrawals are counted towards the 15% free withdrawal amount if you also
  make a lump sum withdrawal in any contract year.

  DISABILITY, TERMINAL ILLNESS OR CONFINEMENT TO NURSING HOME. The withdrawal
  charge also does not apply if:

  o The annuitant has qualified to receive Social Security disability benefits
    as certified by the Social Security Administration; or

  o We receive proof satisfactory to us (including certification by a licensed
    physician) that the annuitant's life expectancy is six months or less; or

  o The annuitant has been confined to a nursing home for more than 90 days (or
    such other period, as required in your state) as verified by a licensed
    physician. A nursing home for this purpose means one that is (a) approved by
    Medicare as a provider of skilled nursing care service, or (b) licensed as a
    skilled nursing home by the state or territory in which it is located (it
    must be within the United States, Puerto Rico, or U.S. Virgin Islands) and
    meets all of the following:

  - its main function is to provide skilled, intermediate, or custodial nursing
    care;

  - it provides continuous room and board to three or more persons;


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                                                        CHARGES AND EXPENSES  41
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     - it is supervised by a registered nurse or licensed practical nurse;

     - it keeps daily medical records of each patient;

     - it controls and records all medications dispensed; and

     - its primary service is other than to provide housing for residents.

  We reserve the right to impose a withdrawal charge, in accordance with your
  contract and applicable state law, if the disability is caused by a
  preexisting condition or a condition that began within 12 months of the
  contract date. Some states may not permit us to waive the withdrawal charge in
  the above circumstances, or may limit the circumstances for which the
  withdrawal charge may be waived. Your registered representative can provide
  more information or you may contact our processing office.

  BASEBUILDER BENEFITS CHARGE

  If you elect the baseBUILDER combined guaranteed minimum income benefit and
  guaranteed minimum death benefit, we deduct a charge annually from your
  account value on each contract date anniversary. The charge is equal to 0.30%
  of the benefit base in effect on the contract date anniversary.

  We will deduct this charge from your value in the variable investment options
  on a pro rata basis. If there is not enough value in the variable investment
  options, we will deduct all or a portion of the charge from the fixed maturity
  options in order of the earliest maturity date(s) first. A market value
  adjustment may apply.

  CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES

  We deduct a charge for applicable taxes such as premium taxes that may be
  imposed in your state. Generally, we deduct the charge from the amount applied
  to provide an annuity payout option. The current tax charge that might be
  imposed varies by state and ranges from 0% to 3.5% (1% in Puerto Rico and 5%
  in the U.S. Virgin Islands).

  ANNUITY ADMINISTRATIVE FEE

  We generally deduct a fee of up to $350 from the amount to be applied to
  purchase a life annuity payout option.

  CHARGES THAT EQ ADVISORS TRUST DEDUCTS

  EQ Advisors Trust deducts charges for the following types of fees and
  expenses:

  o Management fees ranging from 0.25% to 1.15%.

  o 12b-1 fees of 0.25%.

  o Operating expenses, such as trustees' fees, independent auditors' fees,
    legal counsel fees, administrative service fees, custodian fees, and
    liability insurance.

  o Investment-related expenses, such as brokerage commissions.

  These charges are reflected in the daily share price of each portfolio. Since
  shares of EQ Advisors Trust are purchased at their net asset value, these fees
  and expenses are, in effect, passed on to the variable investment options and
  are reflected in their unit values. For more information about these charges,
  please refer to the prospectus for EQ Advisors Trust following this
  prospectus.

  GROUP OR SPONSORED ARRANGEMENTS

  For certain group or sponsored arrangements, we may reduce the withdrawal
  charge or the mortality and expense risks charge, or change the minimum
  initial contribution requirements. We also may change the guaranteed minimum
  income benefit and the guaranteed minimum death benefit, or offer variable
  investment options that invest in shares of EQ Advisors Trust that are not
  subject to the 12b-1 fee. Group arrangements include those in which a trustee
  or an employer, for example, purchases contracts covering a group of
  individuals on a group basis. Group arrangements are not available for IRA
  contracts. Sponsored arrangements include those in which an employer allows us
  to sell contracts to its employees or retirees on an individual basis.

  Our costs for sales, administration, and mortality generally vary with the
  size and stability of the group or sponsoring


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42  CHARGES AND EXPENSES
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  organization, among other factors. We take all these factors into account when
  reducing charges. To qualify for reduced charges, a group or sponsored
  arrangement must meet certain requirements, such as requirements for size and
  number of years in existence. Group or sponsored arrangements that have been
  set up solely to buy contracts or that have been in existence less than six
  months will not qualify for reduced charges.

  We also may establish different rates to maturity for the fixed maturity
  options under different classes of contracts for group or sponsored
  arrangements.

  We will make these and any similar reductions according to our rules in effect
  when we approve a contract for issue. We may change these rules from time to
  time. Any variation will reflect differences in costs or services and will not
  be unfairly discriminatory.

  Group or sponsored arrangements may be governed by federal income tax rules,
  ERISA, or both. We make no representations with regard to the impact of these
  and other applicable laws on such programs. We recommend that employers,
  trustees, and others purchasing or making contracts available for purchase
  under such programs seek the advice of their own legal and benefits advisers.

  OTHER DISTRIBUTION ARRANGEMENTS

  We may reduce or eliminate charges when sales are made in a manner that result
  in savings of sales and administrative expenses, such as sales through persons
  who are compensated by clients for recommending investments and who receive no
  commission or reduced commissions in connection with the sale of the
  contracts. We will not permit a reduction or elimination of charges where it
  would be unfairly discriminatory.
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                                                    PAYMENT OF DEATH BENEFIT  43
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6
Payment of death benefit


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


  YOUR BENEFICIARY AND PAYMENT OF BENEFIT

  You designate your beneficiary when you apply for your contract. You may
  change your beneficiary at any time. The change will be effective on the date
  the written request for the change is received in our processing office. We
  are not responsible for any beneficiary change request that we do not receive.
  We will send you a written confirmation when we receive your request. Under
  jointly owned contracts, the surviving owner is considered the beneficiary,
  and will take the place of any other beneficiary. You may be limited as to the
  beneficiary you can designate in a Rollover TSA contract. In a QP contract,
  the beneficiary must be the trustee.

  The death benefit is equal to your account value, or, if greater, the
  guaranteed minimum death benefit. The guaranteed minimum death benefit is part
  of your contract, whether you select the combined baseBUILDER benefit or not.
  We determine the amount of the death benefit as of the date we receive
  satisfactory proof of the annuitant's death and any required instructions for
  the method of payment. Under Rollover TSA contracts we will deduct the amount
  of any outstanding loan plus accrued interest from the amount of the death
  benefit.

  EFFECT OF THE ANNUITANT'S DEATH

  If the annuitant dies before the annuity payments begin, we will pay the death
  benefit to your beneficiary.

  Generally, the death of the annuitant terminates the contract. However, a
  beneficiary who is the surviving spouse of the owner/annuitant can choose to
  be treated as the successor owner/annuitant and continue the contract. Only a
  spouse can be a successor owner/annuitant. A successor owner/annuitant, can
  only be named under NQ and IRA contracts.

  For Rollover IRA and Flexible Premium IRA contracts, a beneficiary who is not
  a surviving spouse may be able to have limited ownership as discussed under
  "Beneficiary continuation option for Rollover IRA and Flexible Premium IRA
  contracts" below.

  WHEN AN NQ CONTRACT OWNER DIES BEFORE THE ANNUITANT

  Under certain conditions the owner can change after the original owner's
  death. When you are not the annuitant under an NQ contract and you die before
  annuity payments begin, the beneficiary named to receive the death benefit
  upon the annuitant's death will automatically become the successor owner. If
  you do not want the beneficiary to be the successor owner, you should name a
  specific successor owner. You may name a successor owner at any time by
  sending satisfactory notice to our processing office. If the contract is
  jointly owned and the first owner to die is not the annuitant, the surviving
  owner becomes the sole contract owner. This person will be considered the
  successor owner for purposes of the distribution rules described in this
  section. The surviving owner automatically takes the place of any other
  beneficiary designation.

  Unless the surviving spouse of the owner who has died (or in the case of a
  joint ownership situation, the surviving spouse of the first owner to die) is
  the successor owner for this purpose, the entire interest in the contract must
  be distributed under the following rules:

  o The cash value of the contract must be fully paid to the designated
    beneficiary (new owner) by December 31st of the fifth calendar year after
    your death (or in a joint ownership situation, the death of the first owner
    to die).

  o The successor owner may instead elect to receive the cash value as a life
    annuity (or payments for a period certain of not longer than the new owner's
    life expectancy). Payments must begin no later than December 31st following
    the calendar year of the non-annuitant owner's death. Unless this
    alternative is elected, we will pay any cash value on December 31st of the
    fifth calendar year following the year of your death (or the death of the
    first owner to die).

  o If the surviving spouse is the successor owner or joint owner, the spouse
    may elect to continue the contract. No distributions are required as long as
    the surviving spouse and annuitant are living.

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44  PAYMENT OF DEATH BENEFIT
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- --------------------------------------------------------------------------------


  HOW DEATH BENEFIT PAYMENT IS MADE

  We will pay the death benefit to the beneficiary in the form of the annuity
  payout option you have chosen. If you have not chosen an annuity payout option
  as of the time of the annuitant's death, the beneficiary will receive the
  death benefit in a single sum. However, subject to any exceptions in the
  contract, our rules and any applicable requirements under federal income tax
  rules, the beneficiary may elect to apply the death benefit to one or more
  annuity payout options we offer at the time. See "Choosing your annuity payout
  options" under "Accessing your money" earlier in this prospectus. Please note
  that if you are both the contract owner and the annuitant, you may elect only
  a life annuity or an annuity that does not extend beyond the life expectancy
  of the beneficiary.

  SUCCESSOR OWNER AND ANNUITANT

  If you are both the contract owner and the annuitant, and your spouse is the
  sole beneficiary or the joint owner, then your spouse may elect to receive the
  death benefit or continue the contract as successor owner/annuitant.

  If your surviving spouse decides to continue the contract, then on the
  contract date anniversary following your death, we will increase the account
  value to equal your current guaranteed minimum death benefit, if it is higher
  than the account value. In determining whether the guaranteed minimum death
  benefit will continue to grow, we will use your surviving spouse's age (as of
  the contract date anniversary).

  BENEFICIARY CONTINUATION OPTION FOR ROLLOVER IRA AND FLEXIBLE PREMIUM IRA
  CONTRACTS

  Upon your death under a Rollover IRA or Flexible Premium IRA contract, a
  nonspouse beneficiary may generally elect to keep the contract in your name
  and receive distributions under the contract instead of the death benefit
  being paid in a single sum.

  If you die AFTER the "Required Beginning Date" (see "Tax information") for
  required minimum distributions, the contract will continue if:

  (a) you were receiving minimum distribution withdrawals from this contract;
      and

  (b) the pattern of minimum distribution withdrawals you chose was based in
      part on the life of the designated beneficiary.

  The withdrawals will then continue to be paid to the beneficiary on the same
  basis as you chose before your death. We will be able to tell your beneficiary
  whether this option is available to them. You should contact our processing
  office for further information.

  If you die BEFORE the Required Beginning Date (and therefore you were not
  taking minimum distribution withdrawals under the contract), an eligible
  beneficiary may take minimum distribution withdrawals under the contract. We
  will increase the account value to equal the death benefit if the death
  benefit is greater than the account value. That amount will be used to provide
  the withdrawals. If the eligible beneficiary elects as described in the next
  paragraph, these withdrawals will begin by December 31st of the calendar year
  following your death. These withdrawals will be based on the beneficiary's
  life expectancy. If there is more than one beneficiary, the shortest life
  expectancy is used. An eligible beneficiary can choose instead to continue the
  contract in your name without having to take annual withdrawals. If the
  beneficiary chooses this option, all amounts must be distributed from the
  contract by December 31 of the fifth calendar year following your death.

  The designated beneficiary must be a natural person and of legal age at the
  time of election. The beneficiary must elect this option within 30 days
  following the date we receive proof of your death. The death benefit will be
  paid to the beneficiary according to our standard procedures, unless an
  election is made within 30 days to: (1) receive the death benefit; (2)
  continue the contract and take annual withdrawals as described above; or (3)
  defer payment of the account value for up to five years.


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                                                    PAYMENT OF DEATH BENEFIT  45
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  While the contract continues in your name, the beneficiary may make transfers
  among the investment options. However, additional contributions will not be
  permitted and the guaranteed minimum income benefit and the death benefit
  (including the guaranteed minimum death benefit) provisions will no longer be
  in effect. Although the only withdrawals that will be permitted are minimum
  distribution withdrawals, the beneficiary may choose at any time to withdraw
  all of the account value and no withdrawal charges will apply.


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46  TAX INFORMATION
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7
Tax information


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


  OVERVIEW

  In this part of the prospectus, we discuss the current federal income tax
  rules that generally apply to Equitable Accumulator contracts owned by United
  States taxpayers. The tax rules can differ, depending on the type of contract,
  whether NQ, Rollover IRA, Flexible Premium IRA, Roth Conversion IRA, Flexible
  Premium Roth IRA, QP, or Rollover TSA. Therefore, we discuss the tax aspects
  of each type of contract separately.

  Federal income tax rules include the United States laws in the Internal
  Revenue Code, and Treasury Department Regulations and Internal Revenue Service
  ("IRS") interpretations of the Internal Revenue Code. These tax rules may
  change. We cannot predict whether, when, or how these rules could change. Any
  change could affect contracts purchased before the change.

  We cannot provide detailed information on all tax aspects of the contracts.
  Moreover, the tax aspects that apply to a particular person's contract may
  vary depending on the facts applicable to that person. We do not discuss state
  income and other state taxes, federal income tax, and withholding rules for
  non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the
  contract, rights under the contract, or payments under the contract may be
  subject to gift or estate taxes. You should not rely only on this document,
  but should consult your tax adviser before your purchase.

  If you are buying a contract to fund a retirement plan that already provides
  tax deferral under sections of the Internal Revenue Code (IRA, QP, and
  Rollover TSA), you should do so for the contract's features and benefits other
  than tax deferral. In such situations, the tax deferral of the contract does
  not provide additional benefits.

  TRANSFERS AMONG INVESTMENT OPTIONS

  You can make transfers among investment options inside the contract without
  triggering taxable income.

  TAXATION OF NONQUALIFIED ANNUITIES

  CONTRIBUTIONS

  You may not deduct the amount of your contributions to a nonqualified annuity
  contract.

  CONTRACT EARNINGS

  Generally, you are not taxed on contract earnings until you receive a
  distribution from your contract, whether as a withdrawal or as an annuity
  payment. However, earnings are taxable, even without a distribution:

  o if a contract fails investment diversification requirements as specified in
    federal income tax rules (these rules are based on or are similar to those
    specified for mutual funds under the securities laws);

  o if you transfer a contract, for example, as a gift to someone other than
    your spouse (or former spouse);

  o if you use a contract as security for a loan (in this case, the amount
    pledged will be treated as a distribution); and

  o if the owner is other than an individual (such as a corporation,
    partnership, trust, or other non-natural person).

  All nonqualified deferred annuity contracts that Equitable Life and its
  affiliates issue to you during the same calendar year are linked together and
  treated as one contract for calculating the taxable amount of any distribution
  from any of those contracts.

  ANNUITY PAYMENTS

  Once annuity payments begin, a portion of each payment is taxable as ordinary
  income. You get back the remaining portion without paying taxes on it. This is
  your "investment in the contract." Generally, your investment in the contract
  equals the contributions you made, less any amounts you previously withdrew
  that were not taxable.

  For fixed annuity payments, the tax-free portion of each payment is determined
  by (1) dividing your investment in the contract by the total amount you are
  expected to receive out of the contract, and (2) multiplying the result by the
  amount


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                                                             TAX INFORMATION  47
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  of the payment. For variable annuity payments, your investment in the contract
  divided by the number of expected payments is your tax-free portion of each
  payment.

  Once you have received the amount of your investment in the contract, all
  payments after that are fully taxable. If payments under a life annuity stop
  because the annuitant dies, there is an income tax deduction for any
  unrecovered investment in the contract.

  PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN

  If you make withdrawals before annuity payments begin under your contract,
  they are taxable to you as ordinary income if there are earnings in the
  contract. Generally, earnings are your account value less your investment in
  the contract. If you withdraw an amount which is more than the earnings in the
  contract as of the date of the withdrawal, the balance of the distribution is
  treated as a return of your investment in the contract and is not taxable.

  CONTRACTS PURCHASED THROUGH EXCHANGES

  You may purchase your NQ contract through an exchange of another contract.
  Normally, exchanges of contracts are taxable events. The exchange will not be
  taxable under Section 1035 of the Internal Revenue Code if:

  o the contract that is the source of the funds you are using to purchase the
    NQ contract is another nonqualified deferred annuity contract or life
    insurance or endowment contract.

  o the owner and the annuitant are the same under the source contract and the
    Equitable Accumulator NQ contract. If you are using a life insurance or
    endowment contract the owner and the insured must be the same on both sides
    of the exchange transaction.

  The tax basis of the source contract carries over to the Equitable Accumulator
  NQ contract.

  SURRENDERS

  If you surrender or cancel the contract, the distribution is taxable as
  ordinary income (not capital gain) to the extent it exceeds your investment in
  the contract.

  DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH

  For the rules applicable to death benefits, see "Payment of death benefit"
  earlier in this prospectus. The tax treatment of a death benefit taken as a
  single sum is generally the same as the tax treatment of a withdrawal from or
  surrender of your contract. The tax treatment of a death benefit taken as
  annuity payments is generally the same as the tax treatment of annuity
  payments under your contract.

  EARLY DISTRIBUTION PENALTY TAX

  If you take distributions before you are age 591|M/2 a penalty tax of 10% of
  the taxable portion of your distribution applies in addition to the income
  tax. The extra penalty tax does not apply to pre-age 591|M/2 distributions
  made:

  o  on or after your death; or

  o  because you are disabled (special federal income tax definition); or

  o  in the form of substantially equal periodic annuity payments for your life
     and (or life expectancy) or the joint lives (or joint life expectancy) of
     you and beneficiary.

  SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO

  Under current law we treat income from NQ contracts as U.S. source. A Puerto
  Rico resident is subject to U.S. taxation on such U.S. source income. Only
  Puerto Rico source income of Puerto Rico residents is excludable from U.S.
  taxation. Income from NQ contracts is also subject to Puerto Rico tax. The
  calculation of the taxable portion of amounts distributed from a contract may
  differ in the two jurisdictions. Therefore, you might have to file both U.S.
  and Puerto Rico tax returns, showing different amounts of income from the
  contract for each tax return. Puerto Rico generally provides a credit against
  Puerto Rico tax for U.S. tax paid. Depending on your personal situation and
  the timing of the different tax liabilities, you may not be able to take full
  advantage of this credit.


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48  TAX INFORMATION
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  INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS)

  GENERAL

  "IRA" stands for individual retirement arrangement. There are two basic types
  of such arrangements, individual retirement accounts and individual retirement
  annuities. In an individual retirement account, a trustee or custodian holds
  the assets for the benefit of the IRA owner. The assets can include mutual
  funds and certificates of deposit. In an individual retirement annuity, an
  insurance company issues an annuity contract that serves as the IRA.

  There are two basic types of IRAs, as follows:

  o Traditional IRAs, typically funded on a pre-tax basis including SEP-IRAs and
    SIMPLE-IRAs, issued and funded in connection with employer-sponsored
    retirement plans; and

  o Roth IRAs, first available in 1998, funded on an after-tax basis.

  Regardless of the type of IRA, your ownership interest in the IRA cannot be
  forfeited. You or your beneficiaries who survive you are the only ones who can
  receive the IRA's benefits or payments.

  You can hold your IRA assets in as many different accounts and annuities as
  you would like, as long as you meet the rules for setting up and making
  contributions to IRAs. However, if you own multiple IRAs, you may be required
  to combine IRA values or contributions for tax purposes. For further
  information about individual retirement arrangements, you can read Internal
  Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)").
  This publication is usually updated annually, and can be obtained from any IRS
  district office or the IRS Web site (http://www.irs.ustreas.gov).

  Equitable Life designs its traditional IRA contracts to qualify as individual
  retirement annuities under Section 408(b) of the Internal Revenue Code. You
  may purchase the contract as a traditional IRA or Roth IRA. The traditional
  IRAs we offer are the Rollover IRA and Flexible Premium IRA. The versions of
  the Roth IRA available are the Roth Conversion IRA and Flexible Premium Roth
  IRA. This prospectus contains the information that the IRS requires you to
  have before you purchase an IRA. This section of the prospectus covers some of
  the special tax rules that apply to IRAs. The next section covers Roth IRAs.
  Education IRAs are not discussed in this prospectus because they are not
  available in individual retirement annuity form.

  The Equitable Accumulator IRA contract has been approved by the IRS as to form
  for use as a traditional IRA. We have submitted the Roth IRA version for
  formal IRS approval. This IRS approval is a determination only as to the form
  of the annuity. It does not represent a determination of the merits of the
  annuity as an investment. The IRS approval does not address every feature
  possibly available under the Equitable Accumulator IRA contract.

  CANCELLATION

  You can cancel an Equitable Accumulator IRA contract by following the
  directions under "Your right to cancel within a certain number of days" under
  "Contract features and benefits" earlier in the prospectus. You can cancel an
  Equitable Accumulator Roth Conversion IRA contract issued as a result of a
  full conversion of an Equitable Accumulator Rollover IRA or Flexible Premium
  IRA contract by following the instructions in the request for full conversion
  form. The form is available from our processing office or your registered
  representative. If you cancel an IRA contract, we may have to withhold tax,
  and we must report the transaction to the IRS. A contract cancellation could
  have an unfavorable tax impact.

  TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES (TRADITIONAL IRAS)

  CONTRIBUTIONS TO TRADITIONAL IRAS. Individuals may make three different types
  of contributions to a traditional IRA:

  o  regular contributions out of earned income or compensation; or

  o  tax-free "rollover" contributions; or

  o  direct custodian-to-custodian transfers from other traditional IRAs
     ("direct transfers").


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  Regular traditional IRA, direct transfer, and rollover contributions may be
  made to a Flexible Premium IRA contract. We only permit direct transfer and
  rollover contributions under a Rollover IRA contract. See "Rollovers and
  transfers" below.

  REGULAR CONTRIBUTIONS TO TRADITIONAL IRAS

  LIMITS ON CONTRIBUTIONS. Generally, $2,000 is the maximum amount that you may
  contribute to all IRAs (including Roth IRAs) in any taxable year. When your
  earnings are below $2,000, your earned income or compensation for the year is
  the most you can contribute. This $2,000 limit does not apply to rollover
  contributions or direct custodian-to-custodian transfers into a traditional
  IRA. You cannot make regular traditional IRA contributions for the tax year in
  which you reach age 70 1/2 or any tax year after that.

  SPECIAL RULES FOR SPOUSES. If you are married and file a joint income tax
  return, you and your spouse may combine your compensation to determine the
  amount of regular contributions you are permitted to make to traditional IRAs
  (and Roth IRAs discussed below). Even if one spouse has no compensation or
  compensation under $2,000, married individuals filing jointly can contribute
  up to $4,000 for any taxable year to any combination of traditional IRAs and
  Roth IRAs. (Any contributions to Roth IRAs reduce the ability to contribute to
  traditional IRAs and vice versa.) The maximum amount may be less if earned
  income is less and the other spouse has made IRA contributions. No more than a
  combined total of $2,000 can be contributed annually to either spouse's
  traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and
  Roth IRAs even if the other spouse funded the contributions. A working spouse
  age 70 1/2 or over can contribute up to the lesser of $2,000 or 100% of
  "earned income" to a traditional IRA for a nonworking spouse until the year in
  which the nonworking spouse reaches age 70 1/2.

  DEDUCTIBILITY OF CONTRIBUTIONS. The amount of traditional IRA contributions
  that you can deduct for a tax year depends on whether you are covered by an
  employer-sponsored tax-favored retirement plan, as defined under special
  federal income tax rules. Your Form W-2 will indicate whether or not you are
  covered by such a retirement plan.

  If you are not covered by a retirement plan during any part of the year, you
  can make fully deductible contributions to your traditional IRAs for each tax
  year up to $2,000 or, if less, your earned income.

  If you are covered by a retirement plan during any part of the year, and your
  adjusted gross income (AGI) is below the lower dollar figure in a phase-out
  range, you can make fully deductible contributions to your traditional IRAs.
  For each tax year, your fully deductible contribution can be up to $2,000 or,
  if less, your earned income.

  If you are covered by a retirement plan during any part of the year, and your
  AGI falls within a phase-out range, you can make partially deductible
  contributions to your traditional IRAs.

  If you are covered by a retirement plan during any part of the year, and your
  AGI falls above the higher figure in the phase-out range, you may not deduct
  any of your regular contributions to your traditional IRAs.

  If you are single and covered by a retirement plan during any part of the
  taxable year, the deduction for traditional IRA contributions phases out with
  AGI between $31,000 and $41,000 in 1999. This range will increase every year
  until 2005 when the range is $50,000-$60,000.

  If you are married and file a joint return, and you are covered by a
  retirement plan during any part of the taxable year, the deduction for
  traditional IRA contributions phases out with AGI between $51,000 and $61,000
  in 1999. This range will increase every year until 2007 when the range is
  $80,000-$100,000.

  Married individuals filing separately and living apart at all times are not
  considered married for purposes of this deductible contribution calculation.
  Generally, the active participation in an employer-sponsored retirement plan
  of an


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  individual is determined independently for each spouse. Where spouses have
  "married filing jointly" status, however, the maximum deductible traditional
  IRA contribution for an individual who is not an active participant (but whose
  spouse is an active participant) is phased out for taxpayers with AGI of
  between $150,000 and $160,000.

  To determine the deductible amount of the contribution in 1999, you determine
  AGI and subtract $31,000 if you are single, or $51,000 if you are married and
  file a joint return with your spouse. The resulting amount is your excess AGI.
  You then determine the limit on the deduction for traditional IRA
  contributions using the following formula:


  ($10,000-excess AGI)   times   $2,000 (or earned   Equals    the adjusted
  --------------------     x      income, if less)     =       deductible
   divided by $10,000                                          contribution
                                                               limit

  NONDEDUCTIBLE REGULAR CONTRIBUTIONS. If you are not eligible to deduct part or
  all of the traditional IRA contribution, you may still make nondeductible
  contributions on which earnings will accumulate on a tax-deferred basis. The
  combined deductible and nondeductible contributions to your traditional IRA
  (or the nonworking spouse's traditional IRA) may not, however, exceed the
  maximum $2,000 per person limit. See "Excess contributions" below. You must
  keep your own records of deductible and nondeductible contributions in order
  to prevent double taxation on the distribution of previously taxed amounts.
  See "Withdrawals, payments and transfers of funds out of traditional IRAs"
  below.

  If you are making nondeductible contributions in any taxable year, or you have
  made nondeductible contributions to a traditional IRA in prior years and are
  receiving distributions from any traditional IRA, you must file the required
  information with the IRS. Moreover, if you are making nondeductible
  traditional IRA contributions, you must retain all income tax returns and
  records pertaining to such contributions until interests in all traditional
  IRAs are fully distributed.

  WHEN YOU CAN MAKE REGULAR CONTRIBUTIONS. If you file your tax returns on a
  calendar year basis like most taxpayers, you have until the April 15 return
  filing deadline (without extensions) of the following calendar year to make
  your regular traditional IRA contributions for a tax year.

  EXCESS CONTRIBUTIONS

  Excess contributions to IRAs are subject to a 6% excise tax for the year in
  which made and for each year after until withdrawn. The following are excess
  contributions to IRAs:

  o regular contributions of more than $2,000; or

  o regular contributions of more than earned income for the year, if that
    amount is under $2,000; or

  o regular contributions to a traditional IRA made after you reach age 70 1/2;
    or

  o rollover contributions of amounts which are not eligible to be rolled over.
    For example, after-tax contributions to a qualified plan or minimum
    distributions required to be made after age 70 1/2.

  You can avoid the excise tax by withdrawing an excess contribution (rollover
  or regular) before the due date (including extensions) for filing your federal
  income tax return for the year. If it is an excess regular traditional IRA
  contribution, you cannot take a tax deduction for the amount withdrawn. You do
  not have to include the excess contribution withdrawn as part of your income.
  It is also not subject to the 10% additional penalty tax on early
  distributions, discussed below under "Early distribution penalty tax." You do
  have to withdraw any earnings that are attributed to the excess contribution.
  The withdrawn earnings would be included in your gross income and could be
  subject to the 10% penalty tax.

  Even after the due date for filing your return, you may withdraw an excess
  rollover contribution, without income inclusion or 10% penalty, if:

  (1) the rollover was from a qualified retirement plan to a traditional IRA;

  (2) the excess contribution was due to incorrect information that the plan
      provided; and


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  (3) you took no tax deduction for the excess contribution.

  RECHARACTERIZATIONS

  Amounts that have been contributed as traditional IRA funds may subsequently
  be treated as Roth IRA funds. Special federal income tax rules allow you to
  change your mind again and have amounts that are subsequently treated as Roth
  IRA funds, once again treated as traditional IRA funds. You do this by using
  the forms we prescribe. This is referred to as having "recharacterized" your
  contribution.

  ROLLOVERS AND TRANSFERS

  Rollover contributions may be made to a traditional IRA from these sources:

  o  qualified plans;

  o  TSAs (including Internal Revenue Code Section 403(b)(7) custodial
     accounts); and

  o  other traditional IRAs.

  Any amount contributed to a traditional IRA after you reach age 70 1/2 must be
  net of your required minimum distribution for the year in which the rollover
  or direct transfer contribution is made.

  ROLLOVERS FROM QUALIFIED PLANS OR TSAS

  There are two ways to do rollovers:

  o Do it yourself
    You actually receive a distribution that can be rolled over and you roll it
    over to a traditional IRA within 60 days after the date you receive the
    funds. The distribution from your qualified plan or TSA will be net of 20%
    mandatory federal income tax withholding. If you want, you can replace the
    withheld funds yourself and roll over the full amount.

  o Direct rollover
    You tell your qualified plan trustee or TSA issuer/custodian/fiduciary to
    send the distribution directly to your traditional IRA issuer. Direct
    rollovers are not subject to mandatory federal income tax withholding.

  All distributions from a TSA or qualified plan are eligible rollover
  distributions, unless the distribution is:

  o only after-tax contributions you made to the plan; or

  o "required minimum distributions" after age 70 1/2 or separation from
    service; or

  o substantially equal periodic payments made at least annually for your life
    (or life expectancy) or the joint lives (or joint life expectancies) of you
    and your designated beneficiary; or

  o a hardship withdrawal; or

  o substantially equal periodic payments made for a specified period of 10
    years or more; or

  o corrective distributions that fit specified technical tax rules; or

  o loans that are treated as distributions; or

  o a death benefit payment to a beneficiary who is not your surviving spouse;
    or

  o a qualified domestic relations order distribution to a beneficiary who is
    not your current spouse or former spouse.

  ROLLOVERS FROM TRADITIONAL IRAS TO TRADITIONAL IRAS

  You may roll over amounts from one traditional IRA to one or more of your
  other traditional IRAs if you complete the transaction within 60 days after
  you receive the funds. You may make such a rollover only once in every
  12-month period for the same funds. Trustee-to-trustee or custodian-to-
  custodian direct transfers are not rollover transactions. You can make these
  more frequently than once in every 12-month period.

  The surviving spouse beneficiary of a deceased individual can roll over or
  directly transfer an inherited traditional IRA to one or more other
  traditional IRAs. Also, in some cases, traditional IRAs can be transferred on
  a tax-free basis between spouses or former spouses as a result of a
  court-ordered divorce or separation decree.


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  WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF TRADITIONAL IRAS

  NO FEDERAL INCOME TAX LAW RESTRICTIONS ON WITHDRAWALS. You can withdraw any or
  all of your funds from a traditional IRA at any time. You do not need to wait
  for a special event like retirement.

  TAXATION OF PAYMENTS. Earnings in traditional IRAs are not subject to federal
  income tax until you or your beneficiary receive them. Taxable payments or
  distributions include withdrawals from your contract, surrender of your
  contract, and annuity payments from your contract. Death benefits are also
  taxable. Except as discussed below, the total amount of any distribution from
  a traditional IRA must be included in your gross income as ordinary income.

  If you have ever made nondeductible IRA contributions to any traditional IRA
  (it does not have to be to this particular traditional IRA contract), those
  contributions are recovered tax free when you get distributions from any
  traditional IRA. You must keep permanent tax records of all of your
  nondeductible contributions to traditional IRAs. At the end of any year in
  which you have received a distribution from any traditional IRA, you calculate
  the ratio of your total nondeductible traditional IRA contributions (less any
  amounts previously withdrawn tax free) to the total account balances of all
  traditional IRAs you own at the end of the year plus all traditional IRA
  distributions made during the year. Multiply this by all distributions from
  the traditional IRA during the year to determine the nontaxable portion of
  each distribution.

  In addition, a distribution is not taxable if:

  o the amount received is a withdrawal of excess contributions, as described
    under "Excess contributions" above; or

  o the entire amount received is rolled over to another traditional IRA (see
    "Rollovers and transfers" above); or

  o in certain limited circumstances, where the traditional IRA acts as a
    "conduit," you roll over the entire amount into a qualified plan or TSA that
    accepts rollover contributions. To get this conduit traditional IRA
    treatment:

  o the source of funds you used to establish the traditional IRA must have been
    a rollover contribution from a qualified plan; and

  o the entire amount received from the traditional IRA (including any earnings
    on the rollover contribution) must be rolled over into another qualified
    plan within 60 days of the date received.

  Similar rules apply in the case of a TSA.

  However, you may lose conduit treatment if you make an eligible rollover
  distribution contribution to a traditional IRA and you commingle this
  contribution with other contributions. In that case, you may not be able to
  roll over these eligible rollover distribution contributions and earnings to
  another qualified plan or TSA at a future date. The Rollover IRA contract can
  be used as a conduit IRA if amounts are not commingled.

  Distributions from a traditional IRA are not eligible for favorable five-year
  averaging (or, in some cases, ten-year averaging and long-term capital gain
  treatment) available to certain distributions from qualified plans.

  REQUIRED MINIMUM DISTRIBUTIONS

  LIFETIME REQUIRED MINIMUM DISTRIBUTIONS. You must start taking annual
  distributions from your traditional IRAs beginning at age 70 1/2.

  WHEN YOU HAVE TO TAKE THE FIRST REQUIRED MINIMUM DISTRIBUTION. The first
  required minimum distribution is for the calendar year in which you turn age
  70 1/2. You have the choice to take this first required minimum distribution
  during the calendar year you actually reach age 70 1/2, or to delay taking it
  until the first three-month period in the next calendar year (January 1 -
  April 1). Distributions must start no later than your Required Beginning Date,
  which is April 1st of the calendar year after the calendar year in which you
  turn age 70 1/2. If you choose to delay taking the first annual minimum
  distribution, then you will have to take two minimum distributions in that
  year - the delayed

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  one for the first year and the one actually for that year. Once minimum
  distributions begin, they must be made at some time each year.

  HOW YOU CAN CALCULATE REQUIRED MINIMUM DISTRIBUTIONS. There are two approaches
  to taking required minimum distributions -- "account-based" or "annuity-
  based."

  Account-based method. If you choose an account-based method, you divide the
  value of your traditional IRA as of December 31st of the past calendar year by
  a life expectancy factor from IRS tables. This gives you the required minimum
  distribution amount for that particular IRA for that year. The required
  minimum distribution amount will vary each year as the account value and your
  life expectancy factors change.

  You have a choice of life expectancy factors, depending on whether you choose
  a method based only on your life expectancy, or the joint life expectancies of
  you and another individual. You can decide to "recalculate" your life
  expectancy every year by using your current life expectancy factor. You can
  decide instead to use the "term certain" method, where you reduce your life
  expectancy by one every year after the initial year. If your spouse is your
  designated beneficiary for the purpose of calculating annual account-based
  required minimum distributions, you can also annually recalculate your
  spouse's life expectancy if you want. If you choose someone who is not your
  spouse as your designated beneficiary for the purpose of calculating annual
  account-based required minimum distributions, you have to use the term certain
  method of calculating that person's life expectancy. If you pick a nonspouse
  designated beneficiary, you may also have to do another special calculation.

  You can later apply your traditional IRA funds to a life annuity-based payout.
  You can only do this if you already chose to recalculate your life expectancy
  annually (and your spouse's life expectancy if you select a spousal joint
  annuity). For example, if you anticipate exercising your guaranteed minimum
  income benefit or selecting any other form of life annuity payout after you
  are age 70 1/2, you must have elected to recalculate life expectancies.

  Annuity-based method. If you choose an annuity-based method, you do not have
  to do annual calculations. You apply the account value to an annuity payout
  for your life or the joint lives of you and a designated beneficiary, or for a
  period certain not extending beyond applicable life expectancies.

  DO YOU HAVE TO PICK THE SAME METHOD TO CALCULATE YOUR REQUIRED MINIMUM
  DISTRIBUTIONS FOR ALL OF YOUR TRADITIONAL IRAS AND OTHER RETIREMENT PLANS? No.
  If you want, you can choose a different method and a different beneficiary for
  each of your traditional IRAs and other retirement plans. For example, you can
  choose an annuity payout from one IRA, a different annuity payout from a
  qualified plan, and an account-based annual withdrawal from another IRA.

  WILL WE PAY YOU THE ANNUAL AMOUNT EVERY YEAR FROM YOUR TRADITIONAL IRA BASED
  ON THE METHOD YOU CHOOSE? No, unless you affirmatively select an annuity
  payout option or an account-based withdrawal option such as our minimum
  distribution withdrawal option. Because the options we offer do not cover
  every option permitted under federal income tax rules, you may prefer to do
  your own required minimum distribution calculations for one or more of your
  traditional IRAs.

  WHAT IF YOU TAKE MORE THAN YOU NEED TO FOR ANY YEAR? The required minimum
  distribution amount for your traditional IRAs is calculated on a year-by-year
  basis. There are no carry-back or carry-forward provisions. Also, you cannot
  apply required minimum distribution amounts you take from your qualified plans
  to the amounts you have to take from your traditional IRAs and vice versa.
  However, the IRS will let you calculate the required minimum distribution for
  each traditional IRA that you maintain, using the method that you picked for
  that particular IRA. You can add these required minimum distribution amount
  calculations together. As long as the total amount you take out every year
  satisfies your overall traditional IRA required minimum distribution amount,
  you may choose to take your annual required minimum distribution from any one
  or more traditional IRAs that you own.

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  WHAT IF YOU TAKE LESS THAN YOU NEED TO FOR ANY YEAR?

  Your IRA could be disqualified, and you could have to pay tax on the entire
  value. Even if your IRA is not disqualified, you could have to pay a 50%
  penalty tax on the shortfall (required amount for traditional IRAs less amount
  actually taken). It is your responsibility to meet the required minimum
  distribution rules. We will remind you when our records show that your age
  70 1/2 is approaching. If you do not select a method with us, we will assume
  you are taking your required minimum distribution from another traditional IRA
  that you own.

  WHAT ARE THE REQUIRED MINIMUM DISTRIBUTION PAYMENTS AFTER YOU DIE? If you die
  after either (a) the start of annuity payments, or (b) your Required Beginning
  Date, your beneficiary must receive payment of the remaining values in the
  contract at least as rapidly as under the distribution method before your
  death. In some circumstances, your surviving spouse may elect to become the
  owner of the traditional IRA and halt distributions until he or she reaches
  age 70 1/2.

  If you die before your Required Beginning Date and before annuity payments
  begin, federal income tax rules require complete distribution of your entire
  value in the contract within five years after your death. Payments to a
  designated beneficiary over the beneficiary's life or over a period certain
  that does not extend beyond the beneficiary's life expectancy are also
  permitted, if these payments start within one year of your death. A surviving
  spouse beneficiary can also (a) delay starting any payments until you would
  have reached age 70 1/2 or (b) roll over your traditional IRA into his or her
  own traditional IRA.

  SUCCESSOR ANNUITANT AND OWNER

  If your spouse is the sole primary beneficiary and elects to become the
  successor annuitant and owner, no death benefit is payable until your
  surviving spouse's death.

  PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

  IRA death benefits are taxed the same as IRA distributions.

  BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS

  You cannot get loans from a traditional IRA. You cannot use a traditional IRA
  as collateral for a loan or other obligation. If you borrow against your IRA
  or use it as collateral, its tax-favored status will be lost as of the first
  day of the tax year in which this prohibited event occurs. If this happens,
  you must include the value of the traditional IRA in your federal gross
  income. Also, the early distribution penalty tax of 10% will apply if you have
  not reached age 59 1/2 before the first day of that tax year.

  EARLY DISTRIBUTION PENALTY TAX

  A penalty tax of 10% of the taxable portion of a distribution applies to
  distributions from a traditional IRA made before you reach age 59 1/2. The
  extra penalty tax does not apply to pre-age 59 1/2 distributions made:

  o on or after your death; or

  o because you are disabled (special federal income tax definition); or

  o used to pay certain extraordinary medical expenses (special federal income
    tax definition); or

  o used to pay medical insurance premiums for unemployed individuals (special
    federal income tax definition); or

  o used to pay certain first-time home buyer expenses (special federal income
    tax definition; $10,000 lifetime total limit for these distributions from
    all your traditional and Roth IRAs); or

  o used to pay certain higher education expenses (special federal income tax
    definition); or

  o in the form of substantially equal periodic payments made at least annually
    over your life (or your life expectancy), or over the joint lives of you and
    your beneficiary (or your joint life expectancy) using an IRS-approved
    distribution method.

  To meet this last exception, you could elect to apply your contract value to
  an Income Manager (life annuity with a period certain) payout annuity contract
  (level payments version). You could also elect the substantially equal


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  withdrawals option. We will calculate the substantially equal annual payments
  under a method we select based on guidelines issued by the IRS (currently
  contained in IRS Notice 89-25, Question and Answer 12). Although substantially
  equal withdrawals and Income Manager payments are not subject to the 10%
  penalty tax, they are taxable as discussed in "Withdrawals, payments and
  transfers of funds out of traditional IRAs" above. Once substantially equal
  withdrawals or Income Manager annuity payments begin, the distributions should
  not be stopped or changed until the later of your reaching age 59 1/2 or five
  years after the date of the first distribution, or the penalty tax, including
  an interest charge for the prior penalty avoidance, may apply to all prior
  distributions under either option. Also, it is possible that the IRS could
  view any additional withdrawal or payment you take from your contract as
  changing your pattern of substantially equal withdrawals or Income Manager
  payments for purposes of determining whether the penalty applies.

  ROTH INDIVIDUAL RETIREMENT ANNUITIES (ROTH IRAS)

  This section of the prospectus covers some of the special tax rules that apply
  to Roth IRAs. If the rules are the same as those that apply to the traditional
  IRA, we will refer you to the same topic under "traditional IRAs."

  The Equitable Accumulator Roth IRA contract is designed to qualify as a Roth
  individual retirement annuity under Sections 408A and 408(b) of the Internal
  Revenue Code.

  CONTRIBUTIONS TO ROTH IRAS

  Individuals may make four different types of contributions to a Roth IRA:

  o  regular after-tax contributions out of earnings; or

  o  taxable rollover contributions from traditional IRAs ("conversion"
     contributions); or

  o  tax-free rollover contributions from other Roth IRAs; or

  o  tax-free direct custodian-to-custodian transfers from other Roth IRAs
    ("direct transfers").

  Regular after-tax, direct transfer, and rollover contributions may be made to
  a Flexible Premium Roth IRA contract. We only permit direct transfer and
  rollover contributions under the Roth Conversion IRA contract. See "Rollovers
  and direct transfers" below. If you use the forms we require, we will also
  accept traditional IRA funds which are subsequently recharacterized as Roth
  IRA funds following special federal income tax rules.

  REGULAR CONTRIBUTIONS TO ROTH IRAS

  LIMITS ON REGULAR CONTRIBUTIONS. Generally, $2,000 is the maximum amount that
  you may contribute to all IRAs (including Roth IRAs) in any taxable year. This
  $2,000 limit does not apply to rollover contributions or direct custodian-to-
  custodian transfers into a Roth IRA. Any contributions to Roth IRAs reduce
  your ability to contribute to traditional IRAs and vice versa. When your
  earnings are below $2,000, your earned income or compensation for the year is
  the most you can contribute. If you are married and file a joint income tax
  return, you and your spouse may combine your compensation to determine the
  amount of regular contributions you are permitted to make to Roth IRAs and
  traditional IRAs. See the discussion above under traditional IRAs.

  With a Roth IRA, you can make regular contributions when you reach 70 1/2, as
  long as you have sufficient earnings. But, you cannot make contributions for
  any year that:

  o your federal income tax filing status is "married filing jointly" and your
    adjusted gross income is over $160,000; or

  o your federal income tax filing status is "single" and your adjusted gross
    income is over $110,000.

  However, you can make regular Roth IRA contributions in reduced amounts when:

  o your federal income tax filing status is "married filing jointly" and your
    adjusted gross income is between $150,000 and $160,000; or

  o your federal income tax filing status is "single" and your adjusted gross
    income is between $95,000 and $110,000.


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  If you are married and filing separately and your adjusted gross income is
  between $0 and $10,000 the amount of regular contributions you are permitted
  to make is phased out. If your adjusted gross income is more than $10,000 you
  cannot make regular Roth IRA contributions.

  WHEN YOU CAN MAKE CONTRIBUTIONS. Same as traditional IRAs.

  DEDUCTIBILITY OF CONTRIBUTIONS. Roth IRA contributions are not tax deductible.

  ROLLOVERS AND DIRECT TRANSFERS

  WHAT IS THE DIFFERENCE BETWEEN ROLLOVER AND DIRECT TRANSFER TRANSACTIONS? You
  may make rollover contributions to a Roth IRA from only two sources:

  o another Roth IRA ("tax-free rollover contribution"); or

  o another traditional IRA, including a SEP-IRA or SIMPLE-IRA, in a taxable
    conversion rollover ("conversion contribution").

  You may not make contributions to a Roth IRA from a qualified plan under
  Section 401(a) of the Internal Revenue Code, or a TSA under Section 403(b) of
  the Internal Revenue Code. You may make direct transfer contributions to a
  Roth IRA only from another Roth IRA.

  The difference between a rollover transaction and a direct transfer
  transaction is the following: in a rollover transaction you actually take
  possession of the funds rolled over, or are considered to have received them
  under tax law in the case of a change from one type of plan to another. In a
  direct transfer transaction, you never take possession of the funds, but
  direct the first Roth IRA custodian, trustee, or issuer to transfer the first
  Roth IRA funds directly to Equitable Life, as the Roth IRA issuer. You can
  make direct transfer transactions only between identical plan types (for
  example, Roth IRA to Roth IRA). You can also make rollover transactions
  between identical plan types. However, you can only use rollover transactions
  between different plan types (for example, traditional IRA to Roth IRA).

  You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to
  Roth IRA direct transfer transactions. This can be accomplished on a
  completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover
  transactions only once in any 12-month period for the same funds. Trustee-to-
  trustee or custodian-to-custodian direct transfers can be made more frequently
  than once a year. Also, if you send us the rollover contribution to apply it
  to a Roth IRA, you must do so within 60 days after you receive the proceeds
  from the original IRA to get rollover treatment.

  The surviving spouse beneficiary of a deceased individual can roll over or
  directly transfer an inherited Roth IRA to one or more other Roth IRAs. In
  some cases, Roth IRAs can be transferred on a tax-free basis between spouses
  or former spouses as a result of a court-ordered divorce or separation decree.

  CONVERSION CONTRIBUTIONS TO ROTH IRAS

  In a conversion rollover transaction, you withdraw (or are considered to have
  withdrawn) all or a portion of funds from a traditional IRA you maintain and
  convert it to a Roth IRA within 60 days after you receive (or are considered
  to have received) the traditional IRA proceeds. Unlike a rollover from a
  traditional IRA to another traditional IRA, the conversion rollover
  transaction is not tax-free. Instead, the distribution from the traditional
  IRA is generally fully taxable. For this reason, we are required to withhold
  10% federal income tax from the amount converted unless you elect out of such
  withholding. If you have ever made nondeductible regular contributions to any
  traditional IRA -- whether or not it is the traditional IRA you are converting
  -- a pro rata portion of the distribution is tax free.

  There is, however, no early distribution penalty tax on the traditional IRA
  withdrawal that you are converting to a Roth IRA, even if you are under age
  59 1/2.

  You cannot make conversion contributions to a Roth IRA for any taxable year in
  which your adjusted gross income exceeds $100,000. For this purpose, your
  adjusted gross


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  income is computed without the gross income stemming from the traditional IRA
  conversion. You also cannot make conversion contributions to a Roth IRA for
  any taxable year in which your federal income tax filing status is "married
  filing separately."

  Finally, you cannot make conversion contributions to a Roth IRA to the extent
  that the funds in your traditional IRA are subject to the annual required
  minimum distribution rule applicable to traditional IRAs beginning at age
  70 1/2.

  WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF ROTH IRAS

  NO FEDERAL INCOME TAX LAW RESTRICTIONS ON WITHDRAWALS. You can withdraw any or
  all of your funds from a Roth IRA at any time; you do not need to wait for a
  special event like retirement.

  DISTRIBUTIONS FROM ROTH IRAS

  Distributions include withdrawals from your contract, surrender of your
  contract, and annuity payments from your contract. Death benefits are also
  distributions.

  The following distributions from Roth IRAs are free of income tax:

  o Rollover from a Roth IRA to another Roth IRA;

  o Direct transfer from a Roth IRA to another Roth IRA;

  o Qualified distributions from a Roth IRA; and

  o Return of excess contributions or amounts recharacterized to a traditional
    IRA.

  QUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Qualified distributions from Roth IRAs
  made because of one of the following four qualifying events or reasons are not
  includable in income:

  o you reach age 59 1/2; or

  o you die; or

  o you become disabled (special federal income tax definition); or

  o your distribution is a "qualified first-time homebuyer distribution"
    (special federal income tax definition; $10,000 lifetime total limit for
    these distributions from all of your traditional and Roth IRAs).

  You also have to meet a five-year aging period. A qualified distribution is
  any distribution made after the five-taxable-year period beginning with the
  first taxable year for which you made any contribution to any Roth IRA
  (whether or not the one from which the distribution is being made). It is not
  possible to have a tax-free qualified distribution before the year 2003
  because of the five-year aging requirement.

  NONQUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Nonqualified distributions from
  Roth IRAs are distributions that do not meet the qualifying event and
  five-year aging period tests described above. Such distributions are
  potentially taxable as ordinary income. Nonqualified distributions receive
  return-of-investment-first treatment. Only the difference between the amount
  of the distribution and the amount of contributions to all of your Roth IRAs
  is taxable. You have to reduce the amount of contributions to all of your Roth
  IRAs to reflect any previous tax-free recoveries.

  You must keep your own records of regular and conversion contributions to all
  Roth IRAs to assure appropriate taxation. You may have to file information on
  your contributions to and distributions from any Roth IRA on your tax return.
  You may have to retain all income tax returns and records pertaining to such
  contributions and distributions until your interests in all Roth IRAs are
  distributed.

  Like traditional IRAs, taxable distributions from a Roth IRA are not entitled
  to the special favorable five-year averaging method (or, in certain cases,
  favorable ten-year averaging and long-term capital gain treatment) available
  in certain cases to distributions from qualified plans.

  REQUIRED MINIMUM DISTRIBUTIONS AT DEATH

  Same as traditional IRA under "What are the required minimum distribution
  payments after you die?" Lifetime required minimum distributions do not apply.


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  PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

  Distributions to a beneficiary generally receive the same tax treatment as if
  the distribution had been made to you.

  BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS

  Same as traditional IRA.

  EXCESS CONTRIBUTIONS

  Same as traditional IRA, except that regular contributions made after age
  70 1/2 are not excess contributions.

  Excess rollover contributions to Roth IRAs are contributions not eligible to
  be rolled over (for example, conversion contributions from a traditional IRA
  if your adjusted gross income is in excess of $100,000 in the conversion
  year).

  You can withdraw or recharacterize any contribution to a Roth IRA before the
  due date (including extensions) for filing your federal income tax return for
  the tax year. If you do this, you must also withdraw or recharacterize any
  earnings attributable to the contribution.

  EARLY DISTRIBUTION PENALTY TAX

  Same as traditional IRA.

  For Roth IRAs, special penalty rules may apply to amounts withdrawn
  attributable to 1998 conversion rollovers.

  SPECIAL RULES FOR NONQUALIFIED CONTRACTS IN QUALIFIED PLANS

  Under QP contracts your plan administrator or trustee notifies you as to tax
  consequences. See Appendix II.

  TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

  GENERAL

  This section of the prospectus covers some of the special tax rules that apply
  to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If
  the rules are the same as those that apply to another kind of contract, for
  example, traditional IRAs, we will refer you to the same topic under
  "traditional IRAs."

  CONTRIBUTIONS TO TSAS

  There are two ways you can make contributions to this Equitable Accumulator
  Rollover TSA contract:

  o a rollover from another TSA contract or arrangement that meets the
    requirements of Section 403(b) of the Internal Revenue Code, or

  o a full or partial direct transfer of assets ("direct transfer") from another
    contract or arrangement that meets the requirements of Section 403(b) of the
    Internal Revenue Code by means of IRS Revenue Ruling 90-24.

  With appropriate written documentation satisfactory to us, we will accept
  rollover contributions from "conduit IRAs" for TSA funds.

  If you make a direct transfer, you must fill out our transfer form.

  EMPLOYER-REMITTED CONTRIBUTIONS. The Equitable Accumulator Rollover TSA
  contract does not accept employer-remitted contributions. However, we provide
  the following discussion as part of our description of restrictions on the
  distribution of funds directly transferred, which include employer-remitted
  contributions to other TSAs.

  Employer-remitted contributions to TSAs made through the employer's payroll
  are subject to annual limits. (Tax-free transfer or tax-deferred rollover
  contributions from another 403(b) arrangement are not subject to these annual
  contribution limits.) Commonly, some or all of the contributions made to a TSA
  are made under a salary reduction agreement between the employee and the
  employer. These contributions are called "salary reduction" or "elective
  deferral" contributions. However, a TSA can also be wholly or partially funded
  through nonelective employer contributions or after-tax employee
  contributions. Amounts attributable to salary reduction contributions to TSAs
  are generally subject to withdrawal restrictions. Also, all amounts
  attributable to investments in a 403(b)(7) custodial account are subject to
  withdrawal restrictions discussed below.


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  ROLLOVER OR DIRECT TRANSFER CONTRIBUTIONS. You may make rollover contributions
  to your Equitable Accumulator Rollover TSA contract from TSAs under Section
  403(b) of the Internal Revenue Code. Generally, you may make a rollover
  contribution to a TSA when you have a distributable event from an existing TSA
  as a result of your:

  o termination of employment with the employer who provided the TSA funds; or

  o reaching age 59 1/2 even if you are still employed; or

  o disability (special federal income tax definition).

  A transfer occurs when changing the funding vehicle, even if there is no
  distributable event. Under a direct transfer, you do not receive a
  distribution. We accept direct transfers of TSA funds under Revenue Ruling
  90-24 only if:

  o you give us acceptable written documentation as to the source of the funds,
    and

  o the Equitable Accumulator contract receiving the funds has provisions at
    least as restrictive as the source contract.

  Before you transfer funds to an Equitable Accumulator Rollover TSA contract,
  you may have to obtain your employer's authorization or demonstrate that you
  do not need employer authorization. For example, the transferring TSA may be
  subject to Title I of ERISA, if the employer makes matching contributions to
  salary reduction contributions made by employees. In that case, the employer
  must continue to approve distributions from the plan or contract.

  Your contribution to the Equitable Accumulator Rollover TSA must be net of the
  required minimum distribution for the tax year in which we issue the contract
  if:

  o you are or will be at least age 70 1/2 in the current calendar year, and

  o you have separated from service with the employer who provided the funds to
    purchase the TSA you are transferring or rolling over to the Equitable
    Accumulator Rollover TSA.

  This rule applies regardless of whether the source of funds is a:

  o rollover by check of the proceeds from another TSA; or

  o direct rollover from another TSA; or

  o direct transfer under Revenue Ruling 90-24 from another TSA.

  Further, you must use the same elections regarding recalculation of your life
  expectancy (and if applicable, your spouse's life expectancy) if you have
  already begun to receive required minimum distributions from or with respect
  to the TSA from which you are making your contribution to the Equitable
  Accumulator Rollover TSA. You must also elect or have elected a minimum
  distribution calculation method requiring recalculation of your life
  expectancy (and if applicable, your spouse's life expectancy) if you elect an
  annuity payout for the funds in this contract subsequent to this year.

  DISTRIBUTIONS FROM TSAS

  GENERAL. Depending on the terms of the employer plan and your employment
  status, you may have to get your employer's consent to take a loan or
  withdrawal. Your employer will tell us this when you establish the TSA through
  a direct transfer.

  WITHDRAWAL RESTRICTIONS. If this is a Revenue Ruling 90-24 direct transfer, we
  will treat all amounts transferred to this contract and any future earnings on
  the amount transferred as not eligible for withdrawal until one of the
  following events happens:

  o you are separated from service with the employer who provided the funds to
    purchase the TSA you are transferring to the Equitable Accumulator Rollover
    TSA;

  o you reach age 59 1/2; or

  o you die; or

  o you become disabled (special federal income tax definition); or
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  o you take a hardship withdrawal (special federal income tax definition).

  If any portion of the funds directly transferred to your TSA contract is
  attributable to amounts that you invested in a 403(b)(7) custodial account,
  such amounts, including earnings, are subject to withdrawal restrictions. With
  respect to the portion of the funds that were never invested in a 403(b)(7)
  custodial account, these restrictions apply to the salary reduction (elective
  deferral) contributions to a TSA annuity contract you made and any earnings on
  them. These restrictions do not apply to the amount directly transferred to
  your TSA contract that represents your December 31, 1988 account balance
  attributable to salary reduction contributions to a TSA annuity contract and
  earnings. To take advantage of this grandfathering you must properly notify us
  in writing at our processing office of your December 31, 1988 account balance
  if you have qualifying amounts transferred to your TSA contract.

  THIS PARAGRAPH APPLIES ONLY TO PARTICIPANTS IN A TEXAS OPTIONAL RETIREMENT
  PROGRAM. Texas Law permits withdrawals only after one of the following
  distributable events occur:

  (1) the requirements for minimum distribution (discussed under "Required
      minimum distributions" below) are met; or

  (2) death; or

  (3) retirement; or

  (4) termination of employment in all Texas public institutions of higher
      education.

  For you to make a withdrawal, we must receive a properly completed written
  acknowledgement from the employer. If a distributable event occurs before you
  are vested, we will refund to the employer any amounts provided by an
  employer's first-year matching contribution. We reserve the right to change
  these provisions without your consent, but only to the extent necessary to
  maintain compliance with applicable law. Loans are not permitted under Texas
  Optional Retirement Programs.

  TAX TREATMENT OF DISTRIBUTIONS. Amounts held under TSAs are generally not
  subject to federal income tax until benefits are distributed. Distributions
  include withdrawals from your TSA contract and annuity payments from your TSA
  contract. Death benefits paid to a beneficiary are also taxable distributions.
  Unless an exception applies, amounts distributed from TSAs are includable in
  gross income as ordinary income. Distributions from TSAs may be subject to 20%
  federal income tax withholding. See "Federal and state income tax withholding
  and information reporting" below. In addition, TSA distributions may be
  subject to additional tax penalties.

  If you have made after-tax contributions, you will have a tax basis in your
  TSA contract, which will be recovered tax-free. Since we do not track your
  investment in the contract, if any, it is your responsibility to determine how
  much of the distribution is taxable.

  DISTRIBUTIONS BEFORE ANNUITY PAYMENTS BEGIN. On a total surrender, the amount
  received in excess of the investment in the contract is taxable. We will
  report the total amount of the distribution. The amount of any partial
  distribution from a TSA prior to the annuity starting date is generally
  taxable, except to the extent that the distribution is treated as a withdrawal
  of after-tax contributions. Distributions are normally treated as pro rata
  withdrawals of after-tax contributions and earnings on those contributions.

  ANNUITY PAYMENTS. If you elect an annuity payout option, you will recover any
  investment in the contract as each payment is received by dividing the
  investment in the contract by an expected return determined under an IRS table
  prescribed for qualified annuities. The amount of each payment not excluded
  from income under this exclusion ratio is fully taxable. The full amount of
  the payments received after your investment in the contract is recovered is
  fully taxable. If you (and your beneficiary under a joint and survivor
  annuity) die before recovering the full investment in the contract, a
  deduction is allowed on your (or your beneficiary's) final tax return.
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  PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

  Death benefit distributions from a TSA generally receive the same tax
  treatment as distributions during your lifetime. In some instances,
  distributions from a TSA made to your surviving spouse may be rolled over to a
  traditional IRA.

  LOANS FROM TSAS

  You may take loans from a TSA unless restricted by the employer (for example,
  under an employer plan subject to ERISA). If you cannot take a loan, or cannot
  take a loan without approval from the employer who provided the funds, we will
  have this information in our records based on what you and the employer who
  provided the TSA funds told us when you purchased your contract.

  Loans are generally not treated as a taxable distribution. If the amount of
  the loan exceeds permissible limits under federal income tax rules when made,
  the amount of the excess is treated (solely for tax purposes) as a taxable
  distribution. Additionally, if the loan is not repaid at least quarterly,
  amortizing (paying down) interest and principal, the amount not repaid when
  due will be treated as a taxable distribution. Under Proposed Treasury
  Regulations the entire unpaid balance of the loan is includable in income in
  the year of the default.

  TSA loans are subject to federal income tax limits and may also be subject to
  the limits of the plan from which the funds came. Federal income tax rule
  requirements apply even if the plan is not subject to ERISA. For example,
  loans offered by TSAs are subject to the following conditions:

  o The amount of a loan to a participant, when combined with all other loans to
    the participant from all qualified plans of the employer, cannot exceed the
    lesser of (1) the greater of $10,000 or 50% of the participant's
    nonforfeitable accrued benefits and (2) $50,000 reduced by the excess (if
    any) of the highest outstanding loan balance over the previous twelve months
    over the outstanding loan balance of plan loans on the date the loan was
    made.

  o In general, the term of the loan cannot exceed five years unless the loan is
    used to acquire the participant's primary residence. Equitable Accumulator
    Rollover TSA contracts have a term limit of 10 years for loans used to
    acquire the participant's primary residence.

  o All principal and interest must be amortized in substantially level payments
    over the term of the loan, with payments being made at least quarterly.

  The amount borrowed and not repaid may be treated as a distribution if:

  o the loan does not qualify under the conditions above;

  o the participant fails to repay the interest or principal when due; or

  o in some instances, the participant separates from service with the employer
    who provided the funds or the plan is terminated.

  In this case, the participant may have to include the unpaid amount due as
  ordinary income. In addition, the 10% early distribution penalty tax may
  apply. The amount of the unpaid loan balance is reported to the IRS on Form
  1099-R as a distribution.

  TAX-DEFERRED ROLLOVERS AND DIRECT TRANSFERS

  You may roll over any "eligible rollover distribution" from a TSA into another
  eligible retirement plan, either directly or within 60 days of your receiving
  the distribution. To the extent rolled over, a distribution remains
  tax-deferred.

  You may roll over a distribution from a TSA to another TSA or to a traditional
  IRA. A spousal beneficiary may roll over death benefits only to a traditional
  IRA.

  The taxable portion of most distributions will be eligible for rollover,
  except as specifically excluded under federal income tax rules. Distributions
  that you cannot roll over generally include periodic payments for life or for
  a period of 10 years or more, hardship withdrawals, and required minimum
  distributions under federal income tax rules.

  Direct transfers of TSA funds from one TSA to another under Revenue Ruling
  90-24 are not distributions.
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  REQUIRED MINIMUM DISTRIBUTIONS

  Same as traditional IRA with these differences:

  WHEN YOU HAVE TO TAKE THE FIRST REQUIRED MINIMUM DISTRIBUTION. The minimum
  distribution rules force TSA participants to start calculating and taking
  annual distributions from their TSAs by a required date. Generally, you must
  take the first required minimum distribution for the calendar year in which
  you turn age 70 1/2. You may be able to delay the start of required minimum
  distributions for all or part of your account balance until after age 70 1/2,
  as follows:

  o For TSA participants who have not retired from service with the employer who
    provided the funds for the TSA by the calendar year the participant turns
    age 70 1/2, the required beginning date for minimum distributions is
    extended to April 1 following the calendar year of retirement.

  o TSA plan participants may also delay the start of required minimum
    distributions to age 75 of the portion of their account value attributable
    to their December 31, 1986 TSA account balance, even if retired at age
    70 1/2. We will know whether or not you qualify for this exception because
    it will only apply to people who establish their Equitable Accumulator
    Rollover TSA by direct Revenue Ruling 90-24 transfers. If you do not give us
    the amount of your December 31, 1986 account balance that is being
    transferred to the Equitable Accumulator Rollover TSA on the form used to
    establish the TSA, you do not qualify.

  SPOUSAL CONSENT RULES

  This will only apply to you if you establish your Equitable Accumulator
  Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell
  us on the form used to establish the TSA whether or not you need to get
  spousal consent for loans, withdrawals, or other distributions. If you do, you
  will need such consent if you are married when you request a withdrawal under
  the TSA contract. In addition, unless you elect otherwise with the written
  consent of your spouse, the retirement benefits payable under the plan must be
  paid in the form of a qualified joint and survivor annuity. A qualified joint
  and survivor annuity is payable for the life of the annuitant with a survivor
  annuity for the life of the spouse in an amount not less than one-half of the
  amount payable to the annuitant during his or her lifetime. In addition, if
  you are married, the beneficiary must be your spouse, unless your spouse
  consents in writing to the designation of another beneficiary.

  If you are married and you die before annuity payments have begun, payments
  will be made to your surviving spouse in the form of a life annuity unless at
  the time of your death a contrary election was in effect. However, your
  surviving spouse may elect, before payments begin, to receive payments in any
  form permitted under the terms of the TSA contract and the plan of the
  employer who provided the funds for the TSA.

  EARLY DISTRIBUTION PENALTY TAX

  A penalty tax of 10% of the taxable portion of a distribution applies to
  distributions from a TSA before you reach age 59 1/2. This is in addition to
  any income tax. There are exceptions to the extra penalty tax. No penalty tax
  applies to pre-age 59 1/2 distributions made:

  o  on or after your death; or

  o  because you are disabled (special federal income tax definition); or

  o  to pay for certain extraordinary medical expenses (special federal income
     tax definition); or

  o  if you are separated from service, any form of payout after you are age 55;
     or

  o  only if you are separated from service, a payout in the form of
     substantially equal periodic payments made at least annually over your life
     (or your life expectancy), or over the joint lives of you and your
     beneficiary (or your joint life expectancy) using an IRS-approved
     distribution method.

  FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING

  We must withhold federal income tax from distributions from annuity contracts.
  You may be able to elect out of this


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  income tax withholding in some cases. Generally, we do not have to withhold if
  your distributions are not taxable. The rate of withholding will depend on the
  type of distribution and, in certain cases, the amount of your distribution.
  Any income tax withheld is a credit against your income tax liability. If you
  do not have sufficient income tax withheld or do not make sufficient estimated
  income tax payments, you may incur penalties under the estimated income tax
  rules.

  You must file your request not to withhold in writing before the payment or
  distribution is made. Our processing office will provide forms for this
  purpose. You cannot elect out of withholding unless you provide us with your
  correct Taxpayer Identification Number and a United States residence address.
  You cannot elect out of withholding if we are sending the payment out of the
  United States.

  You should note the following special situations:

  o We might have to withhold on amounts we pay under a free look or
    cancellation.

  o We are generally required to withhold on conversion rollovers of traditional
    IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA
    and is taxable.

  o We are required to withhold on the gross amount of a distribution from a
    Roth IRA unless you elect out of withholding. This may result in tax being
    withheld even though the Roth IRA distribution is not taxable in whole or in
    part.

  Special withholding rules apply to foreign recipients and United States
  citizens residing outside the United States. We do not discuss these rules
  here. Certain states have indicated that state income tax withholding will
  also apply to payments from the contracts made to residents. In some states,
  you may elect out of state withholding, even if federal withholding applies.
  Generally, an election out of federal withholding will also be considered an
  election out of state withholding. If you need more information concerning a
  particular state or any required forms, call our processing office at the
  toll-free number.

  FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS

  We withhold differently on "periodic" and "non-periodic" payments. For a
  periodic annuity payment, for example, unless you specify a different number
  of withholding exemptions, we withhold assuming that you are married and
  claiming three withholding exemptions. If you do not give us your correct
  Taxpayer Identification Number, we withhold as if you are single with no
  exemptions.

  Based on the assumption that you are married and claiming three withholding
  exemptions, if you receive less than $14,700 in periodic annuity payments in
  1999, your payments will generally be exempt from federal income tax
  withholding. You could specify a different choice of withholding exemption or
  request that tax be withheld. Your withholding election remains effective
  unless and until you revoke it. You may revoke or change your withholding
  election at any time.

  FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS)

  For a non-periodic distribution (total surrender or partial withdrawal), we
  generally withhold at a flat 10% rate. We apply that rate to the taxable
  amount in the case of nonqualified contracts, and to the payment amount in the
  case of IRAs and Roth IRAs.

  You cannot elect out of withholding if the payment is an eligible rollover
  distribution from a qualified plan or TSA. If a non-periodic distribution from
  a qualified plan or TSA is not an eligible rollover distribution then the 10%
  withholding rate applies.

  MANDATORY WITHHOLDING FROM TSA AND QUALIFIED PLAN DISTRIBUTIONS

  Unless you have the distribution go directly to the new plan, eligible
  rollover distributions from qualified plans and TSAs are subject to mandatory
  20% withholding. An eligible rollover distribution from a TSA can be rolled
  over to another TSA or a traditional IRA. An eligible rollover distribution
  from a qualified plan can be rolled over to another qualified plan

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  or traditional IRA. All distributions from a TSA or qualified plan are
  eligible rollover distributions unless they are on the following list of
  exceptions:

  o any after-tax contributions you made to the plan; or

  o any distributions which are required minimum distributions after age 70 1/2
    or separation from service; or

  o hardship withdrawals; or

  o substantially equal periodic payments made at least annually for your life
    (or life expectancy) or the joint lives (or joint life expectancy) of you
    and your designated beneficiary; or

  o substantially equal periodic payments made for a specified period of 10
    years or more; or

  o corrective distributions that fit specified technical tax rules; or

  o loans that are treated as distributions; or

  o a death benefit payment to a beneficiary who is not your surviving spouse;
    or

  o a qualified domestic relations order distribution to a beneficiary who is
    not your current spouse or former spouse.

  A death benefit payment to your surviving spouse, or a qualified domestic
  relations order distribution to your current or former spouse, may be a
  distribution subject to mandatory 20% withholding.

  IMPACT OF TAXES TO EQUITABLE LIFE

  The contracts provide that we may charge Separate Account No. 49 for taxes. We
  do not now, but may in the future set up reserves for such taxes.


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  ABOUT OUR SEPARATE ACCOUNT NO. 49

  Each variable investment option is a subaccount of our Separate Account No.
  49. We established Separate Account No. 49 in 1996 under special provisions of
  the New York Insurance Law. These provisions prevent creditors from any other
  business we conduct from reaching the assets we hold in our variable
  investment options for owners of our variable annuity contracts. We are the
  legal owner of all of the assets in Separate Account No. 49 and may withdraw
  any amounts that exceed our reserves and other liabilities with respect to
  variable investment options under our contracts. The results of Separate
  Account No. 49's operations are accounted for without regard to Equitable
  Life's other operations.

  Separate Account No. 49 is registered under the Investment Company Act of 1940
  and is classified by that act as a "unit investment trust." The SEC, however,
  does not manage or supervise Equitable Life or Separate Account No. 49.

  Each subaccount (variable investment option) within Separate Account No. 49
  invests solely in class IB shares issued by the corresponding portfolio of EQ
  Advisors Trust.

  We reserve the right subject to compliance with laws that apply:

  (1) to add variable investment options to, or to remove variable investment
      options from, Separate Account No. 49, or to add other separate accounts;

  (2) to combine any two or more variable investment options;

  (3) to transfer the assets we determine to be the shares of the class of
      contracts to which the contracts belong from any variable investment
      option to another variable investment option;

  (4) to operate Separate Account No. 49 or any variable investment option as a
      management investment company under the Investment Company Act of 1940 (in
      which case, charges and expenses that otherwise would be assessed against
      an underlying mutual fund would be assessed against Separate Account No.
      49 or a variable investment option directly);

  (5) to deregister Separate Account No. 49 under the Investment Company Act of
      1940;

  (6) to restrict or eliminate any voting rights as to Separate Account No. 49;
      and

  (7) to cause one or more variable investment options to invest some or all of
      their assets in one or more other trusts or investment companies.

  ABOUT EQ ADVISORS TRUST

  EQ Advisors Trust is registered under the Investment Company Act of 1940. It
  is classified as an "open-end management investment company," more commonly
  called a mutual fund. EQ Advisors Trust issues different shares relating to
  each portfolio.

  Equitable Life serves as the investment manager of EQ Advisors Trust. As such,
  Equitable Life oversees the activities of the investment advisers with respect
  to EQ Advisors Trust and is responsible for retaining or discontinuing the
  services of those advisers. (Prior to September 1999 EQ Financial Consultants,
  Inc., the predecessor to AXA Advisors, LLC and a subsidiary of Equitable Life,
  served as investment manager to EQ Advisors Trust.)

  EQ Advisors Trust commenced operations on May 1, 1997. For periods prior to
  October 18, 1999 the Alliance portfolios (other than EQ/Alliance Premier
  Growth) were part of The Hudson River Trust. On October 18, 1999, these
  portfolios became corresponding portfolios of EQ Advisors Trust.

  EQ Advisors Trust does not impose sales charges or "loads" for buying and
  selling its shares. All dividends and other distributions on shares are
  reinvested in full. The Board of Trustees of EQ Advisors Trust may establish
  additional portfolios or eliminate existing portfolios at any time. More
  detailed information about EQ Advisors Trust, its investment objectives,
  policies, restrictions, risks, expenses, the Rule 12b-1 Plan relating to its
  Class IB shares, and other aspects of its operations, appears in the
  prospectus for EQ Advisors Trust attached at the end of this prospectus, or in
  its SAI which is available upon request.


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  ABOUT OUR FIXED MATURITY OPTIONS

  RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE

  We can determine the amount required to be allocated to one or more fixed
  maturity options in order to produce specified maturity values. For example,
  we can tell you how much you need to allocate per $100 of maturity value.

  The rates to maturity for new allocations as of August 2, 1999 and the related
  price per $100 of maturity value were as follows:

  ----------------------------------------------------------------------
    FIXED MATURITY
     OPTIONS WITH
     FEBRUARY 15TH          RATE TO MATURITY             PRICE
    MATURITY DATE OF             AS OF                PER $100 OF
     MATURITY YEAR           AUGUST 2, 1999          MATURITY VALUE
  ----------------------------------------------------------------------
         2000                    3.47%                   $98.18
         2001                    4.51%                   $93.42
         2002                    5.01%                   $88.31
         2003                    5.40%                   $83.00
         2004                    5.47%                   $78.51
         2005                    5.59%                   $73.96
         2006                    5.69%                   $69.61
         2007                    5.72%                   $65.72
         2008                    5.82%                   $61.67
         2009                    5.85%                   $58.11
  ----------------------------------------------------------------------

  HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT

  We use the following procedure to calculate the market value adjustment (up or
  down) we make if you withdraw all of your value from a fixed maturity option
  before its maturity date.

  (1) We determine the market adjusted amount on the date of the withdrawal as
      follows:

      (a) We determine the fixed maturity amount that would be payable on the
          maturity date, using the rate to maturity for the fixed maturity
          option.

      (b) We determine the period remaining in your fixed maturity option (based
          on the withdrawal date) and convert it to fractional years based on a
          365-day year. For example, three years and 12 days becomes 3.0329.

      (c) We determine the current rate to maturity that applies on the
          withdrawal date to new allocations to the same fixed maturity option.

      (d) We determine the present value of the fixed maturity amount payable at
          the maturity date, using the period determined in (b) and the rate
          determined in (c).

  (2) We determine the fixed maturity amount as of the current date.

  (3) We subtract (2) from the result in (1)(d). The result is the market value
      adjustment applicable to such fixed maturity option, which may be positive
      or negative.

- --------------------------------------------------------------------------------
  Your market adjusted amount is the present value of the maturity value
  discounted at the rate to maturity in effect for new contributions to that
  same fixed maturity option on the date of the calculation.
- --------------------------------------------------------------------------------

  If you withdraw only a portion of the amount in a fixed maturity option, the
  market value adjustment will be a percentage of the market value adjustment
  that would have applied if you had withdrawn the entire value in that fixed
  maturity option. This percentage is equal to the percentage of the value in
  the fixed maturity option that you are withdrawing. Any withdrawal charges
  that are deducted from a fixed maturity option will result in a market value
  adjustment calculated in the same way. See Appendix III for an example.

  For purposes of calculating the rate to maturity for new allocations to a
  fixed maturity option (see (1)(c) above), we use the rate we have in effect
  for new allocations to that fixed maturity option. We use this rate even if
  new allocations to that option would not be accepted at that time. This rate
  will not be less than 3%. If we do not have a rate to maturity in effect for a
  fixed maturity option to which the "current rate to maturity" in (1)(c) would
  apply, we will use the rate at the next closest maturity date. If we are no

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  longer offering new fixed maturity options, the "current rate to maturity"
  will be determined in accordance with our procedures then in effect. We
  reserve the right to add up to 0.25% to the current rate in (1)(c) above for
  purposes of calculating the market value adjustment only.

  INVESTMENTS UNDER THE FIXED MATURITY OPTIONS

  Amounts allocated to the fixed maturity options are held in a "nonunitized"
  separate account we have established under the New York Insurance Law. This
  separate account provides an additional measure of assurance that we will make
  full payment of amounts due under the fixed maturity options. Under New York
  Insurance Law, the portion of the separate account's assets equal to the
  reserves and other contract liabilities relating to the contracts are not
  chargeable with liabilities from any other business we may conduct. We own the
  assets of the separate account, as well as any favorable investment
  performance on those assets. You do not participate in the performance of the
  assets held in this separate account. We may, subject to state law that
  applies, transfer all assets allocated to the separate account to our general
  account. We guarantee all benefits relating to your value in the fixed
  maturity options, regardless of whether assets supporting fixed maturity
  options are held in a separate account or our general account.

  We have no specific formula for establishing the rates to maturity for the
  fixed maturity options. We expect the rates to be influenced by, but not
  necessarily correspond to, among other things, the yields that we can expect
  to realize on the separate account's investments from time to time. Our
  current plans are to invest in fixed-income obligations, including corporate
  bonds, mortgage-backed and asset-backed securities, and government and agency
  issues having durations in the aggregate consistent with those of the fixed
  maturity options.

  Although the above generally describes our plans for investing the assets
  supporting our obligations under the fixed maturity options under the
  contracts, we are not obligated to invest those assets according to any
  particular plan except as we may be required to by state insurance laws. We
  will not determine the rates to maturity we establish by the performance of
  the nonunitized separate account.

  ABOUT THE GENERAL ACCOUNT

  Our general account supports all of our policy and contract guarantees,
  including those that apply to the fixed maturity options and the account for
  special dollar cost averaging, as well as our general obligations.

  The general account is subject to regulation and supervision by the Insurance
  Department of the State of New York and to the insurance laws and regulations
  of all jurisdictions where we are authorized to do business. Because of
  exemptions and exclusionary provisions that apply, interests in the general
  account have not been registered under the Securities Act of 1933, nor is the
  general account an investment company under the Investment Company Act of
  1940. However, the market value adjustment interests under the contracts are
  registered under the Securities Act of 1933.

  We have been advised that the staff of the SEC has not reviewed the portions
  of this prospectus that relate to the general account (other than market value
  adjustment interests). The disclosure with regard to the general account,
  however, may be subject to certain provisions of the federal securities laws
  relating to the accuracy and completeness of statements made in prospectuses.

  ABOUT OTHER METHODS OF PAYMENT

  WIRE TRANSMITTALS

  We accept initial contributions sent by wire to our processing office by
  agreement with certain broker-dealers. The transmittals must be accompanied by
  information we require to allocate your contribution. Wire orders not
  accompanied by complete information may be retained as described under "How
  you can make your contributions" under "Contract features and benefits."

  Even if we accept the wire order and essential information, a contract
  generally will not be issued until we receive and accept a properly completed
  application. In certain cases we


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  may issue a contract based on information forwarded electronically. In these
  cases, you must sign our Acknowledgement of Receipt form.

  Where we require a signed application, no financial transactions will be
  permitted until we receive the signed application and have issued the
  contract. Where we require an Acknowledgement of Receipt form, financial
  transactions are only permitted if you request them in writing, sign the
  request and have it signature guaranteed, until we receive the signed
  Acknowledgement of Receipt form.

  After your contract has been issued, additional contributions may be
  transmitted by wire.

  AUTOMATIC INVESTMENT PROGRAM -- FOR NQ, FLEXIBLE PREMIUM IRA, AND FLEXIBLE
  PREMIUM ROTH IRA CONTRACTS ONLY

  You may use our automatic investment program, or "AIP," to have a specified
  amount automatically deducted from a checking account, money market account,
  or credit union checking account and contributed as an additional contribution
  into an NQ, Flexible Premium IRA or Flexible Premium Roth IRA contract on a
  monthly or quarterly basis. AIP is not available for Rollover IRA, Roth
  Conversion IRA, QP, or Rollover TSA contracts.

  For NQ contracts, the minimum amounts we will deduct are $100 monthly and $300
  quarterly. Under Flexible Premium IRA and Flexible Premium Roth IRA contracts,
  the minimum amount is $50. AIP additional contributions may be allocated to
  any of the variable investment options and available fixed maturity options,
  but not the account for special dollar cost averaging. You choose the day of
  the month you wish to have your account debited. However, you may not choose a
  date later than the 28th day of the month.

  You may cancel AIP at any time by notifying our processing office. We are not
  responsible for any debits made to your account before the time written notice
  of cancellation is received at our processing office.

  DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR

  We describe below the general rules for when, and at what prices, events under
  your contract will occur. Other portions of this prospectus describe
  circumstances that may cause exceptions. We generally do not repeat those
  exceptions below.

  BUSINESS DAY

  Our business day is any day the New York Stock Exchange is open for trading.
  We calculate unit values for our variable investment options as of the end of
  each business day. This usually is 4:00 p.m., Eastern time. Contributions will
  be applied and any other transaction requests will be processed when they are
  received along with all the required information.

  o If your contribution, transfer, or any other transaction request, containing
    all the required information, reaches us on a non-business day or after 4:00
    p.m. on a business day, we will use the next business day.

  o A loan request under your Rollover TSA contract will be processed on the
    first business day of the month following the date on which the properly
    completed loan request form is received.

  o If your transaction is set to occur on the same day of the month as the
    contract date and that date is the 29th, 30th or 31st of the month, then the
    transaction will occur on the 1st day of the next month.

  o When a charge is to be deducted on a contract date anniversary that is a
    non-business day, we will deduct the charge on the next business day.

  CONTRIBUTIONS AND TRANSFERS

  o Contributions allocated to the variable investment options are invested at
    the value next determined after the close of the business day.

  o Contributions allocated to a fixed maturity option will receive the rate to
    maturity in effect for that fixed maturity option on that business day.


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  o Initial contributions allocated to the account for special dollar cost
    averaging receive the interest rate in effect on that business day. At
    certain times, we may offer the opportunity to lock in the interest rate for
    an initial contribution to be received under Section 1035 exchanges and
    trustee to trustee transfers. Your registered representative can provide
    information or you can call our processing office.

  o Transfers to or from variable investment options will be made at the value
    next determined after the close of the business day.

  o Transfers to a fixed maturity option will be based on the rate to maturity
    in effect for that fixed maturity option on the business day of the
    transfer.

  ABOUT YOUR VOTING RIGHTS

  As the owner of the shares of EQ Advisors Trust we have the right to vote on
  certain matters involving the portfolios, such as:

  o the election of trustees;

  o the formal approval of independent auditors selected for EQ Advisors Trust;
    or

  o any other matters described in the prospectus for EQ Advisors Trust or
    requiring a shareholders' vote under the Investment Company Act of 1940.

  We will give contract owners the opportunity to instruct us how to vote the
  number of shares attributable to their contracts if a shareholder vote is
  taken. If we do not receive instructions in time from all contract owners, we
  will vote the shares of a portfolio for which no instructions have been
  received in the same proportion as we vote shares of that portfolio for which
  we have received instructions. We will also vote any shares that we are
  entitled to vote directly because of amounts we have in a portfolio in the
  same proportions that contract owners vote.

  VOTING RIGHTS OF OTHERS

  Currently, we control EQ Advisors Trust. EQ Advisors Trust shares are sold to
  our separate accounts and an affiliated qualified plan trust. In addition,
  shares of EQ Advisors Trust are held by separate accounts of insurance
  companies both affiliated and unaffiliated with us. Shares held by these
  separate accounts will probably be voted according to the instructions of the
  owners of insurance policies and contracts issued by those insurance
  companies. While this will dilute the effect of the voting instructions of the
  contract owners, we currently do not foresee any disadvantages because of
  this. The Board of Trustees of EQ Advisors Trust intends to monitor events in
  order to identify any material irreconcilable conflicts that may arise and to
  determine what action, if any, should be taken in response. If we believe that
  a response to any of those events insufficiently protects our contract owners,
  we will see to it that appropriate action is taken.

  SEPARATE ACCOUNT NO. 49 VOTING RIGHTS

  If actions relating to Separate Account No. 49 require contract owner
  approval, contract owners will be entitled to one vote for each unit they have
  in the variable investment options. Each contract owner who has elected a
  variable annuity payout option may cast the number of votes equal to the
  dollar amount of reserves we are holding for that annuity in a variable
  investment option divided by the annuity unit value for that option. We will
  cast votes attributable to any amounts we have in the variable investment
  options in the same proportion as votes cast by contract owners.

  CHANGES IN APPLICABLE LAW

  The voting rights we describe in this prospectus are created under applicable
  federal securities laws. To the extent that those laws or the regulations
  published under those laws eliminate the necessity to submit matters for
  approval by persons having voting rights in separate accounts of insurance
  companies, we reserve the right to proceed in accordance with those laws or
  regulations.


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70 MORE INFORMATION
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  ABOUT OUR YEAR 2000 PROGRESS

  Equitable Life relies upon various computer systems in order to administer
  your contract and operate the investment options. Some of these systems belong
  to service providers who are not affiliated with Equitable Life.

  In 1995, Equitable Life began addressing the question of whether its computer
  systems would recognize the year 2000 before, on or after January 1, 2000, and
  Equitable Life has identified those of its systems critical to business
  operations that were not year 2000 compliant. Equitable Life has completed the
  work of modifying or replacing non-compliant systems and has confirmed,
  through testing that its systems are year 2000 compliant. Equitable Life has
  contacted third-party vendors and service providers to seek confirmation that
  they are acting to address the year 2000 issue with the goal of avoiding any
  material adverse effect on services provided to contract owners and on
  operations of the investment options. All third-party vendors and service
  providers considered critical to Equitable Life's business, and substantially
  all vendors and service providers considered non-critical, have provided us
  confirmation of their year 2000 compliance or a satisfactory plan for
  compliance. If confirmation is not received from any of the remaining
  non-critical vendors or service providers, the vendor or service provider will
  be replaced, eliminated, or be the subject of contingency plans. Additionally,
  Equitable Life has supplemented its existing business continuity and disaster
  recovery plans to cover certain categories of contingencies that could arise
  as a result of year 2000 related failures.

  There are many risks associated with year 2000 issues, including the risk that
  Equitable Life's computer systems will not operate as intended. Additionally,
  there can be no assurance that the systems of third parties will be year 2000
  compliant. Any significant unresolved difficulty related to the year 2000
  compliance initiatives could result in an interruption in, or a failure of,
  normal business operations and, accordingly, could have a material adverse
  effect on our ability to administer your contract and operate the investment
  options.

  To the fullest extent permitted by law, the foregoing year 2000 discussion is
  a "Year 2000 Readiness Disclosure" within the meaning of The Year 2000
  Information and Readiness Disclosure Act (P.L. 105-271) (1998).

  ABOUT LEGAL PROCEEDINGS

  Equitable Life and its affiliates are parties to various legal proceedings. In
  our view, none of these proceedings is likely to have a material adverse
  effect upon Separate Account No. 49, our ability to meet our obligations under
  the contracts, or the distribution of the contracts.

  ABOUT OUR INDEPENDENT ACCOUNTANTS

  The consolidated financial statements of Equitable Life incorporated in this
  prospectus by reference to the Annual Report on Form 10-K at December 31, 1998
  and 1997, and for the three years ended December 31, 1998, have been so
  incorporated in reliance on the report of PricewaterhouseCoopers LLP,
  independent accountants, given on the authority of said firm as experts in
  auditing and accounting.

  TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS, AND BORROWING

  You can transfer ownership of an NQ contract at any time before annuity
  payments begin. We will continue to treat you as the owner until we receive
  notification of any change at our processing office. You cannot assign your NQ
  contract as collateral or security for a loan. Loans are also not available
  under your NQ contract. In some cases, an assignment or change of ownership
  may have adverse tax consequences. See "Tax information" earlier in this
  prospectus.

  You cannot assign or transfer ownership of an IRA, QP, or Rollover TSA
  contract except by surrender to us. Loans are not available and you cannot
  assign IRA and QP contracts as security for a loan or other obligation. If the
  employer that provided the funds does not restrict them, loans are available
  under a Rollover TSA contract.


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  For limited transfers of ownership after the owner's death see "Beneficiary
  continuation option for Rollover IRA and Flexible Premium IRA contracts" in
  "Payment of death benefit" earlier in this prospectus. You may direct the
  transfer of the values under your IRA, QP, or Rollover TSA contract to another
  similar arrangement. Under federal income tax rules, in the case of such a
  transfer, we will impose a withdrawal charge, if one applies.

  DISTRIBUTION OF THE CONTRACTS

  Equitable Distributors, Inc. ("EDI"), an indirect, wholly owned subsidiary of
  Equitable Life, is the distributor of the contracts and has responsibility for
  sales and marketing functions for Separate Account No. 49. EDI serves as the
  principal underwriter of Separate Account No. 49. EDI also acts as distributor
  for other Equitable Life annuity products with different features, expenses,
  and fees. EDI is registered with the SEC as a broker-dealer and is a member of
  the National Association of Securities Dealers, Inc. EDI's principal business
  address is 1290 Avenue of the Americas, New York, New York 10104. Under a
  distribution agreement between EDI, Equitable Life, and certain of Equitable
  Life's separate accounts, including Separate Account No. 49, Equitable Life
  paid EDI distribution fees of $35,452,793 for 1998, $9,566,343 for 1997, and
  $87,157 for 1996, as the distributor of certain contracts, including these
  contracts, and as the principal underwriter of several Equitable Life separate
  accounts, including Separate Account No. 49.

  The contracts will be sold by registered representatives of EDI, as well as by
  affiliated and unaffiliated broker-dealers with which EDI has entered into
  selling agreements. Broker-dealer sales compensation will generally not exceed
  an amount equal to 7% of total contributions made under the contracts. EDI may
  also receive compensation and reimbursement for its marketing services under
  the terms of its distribution agreement with Equitable Life. Broker-dealers
  receiving sales compensation will generally pay a portion of it to their
  registered representatives as commissions related to sales of the contracts.
  The offering of the contracts is intended to be continuous.


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72 INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------

9
Investment performance


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


  We provide the following tables to show five different measurements of the
  investment performance of the variable investment options and/or the
  portfolios in which they invest. We include these tables because they may be
  of general interest to you. THE RESULTS SHOWN REFLECT PAST PERFORMANCE. THEY
  DO NOT INDICATE HOW THE VARIABLE INVESTMENT OPTIONS MAY PERFORM IN THE FUTURE.
  THEY ALSO DO NOT REPRESENT THE RESULTS EARNED BY ANY PARTICULAR INVESTOR. YOUR
  RESULTS WILL DIFFER.

  Table 1 shows the average annual total return of the variable investment
  options. Average annual total return is the annual rate of growth that would
  be necessary to achieve the ending value of a contribution invested in the
  variable investment options for the periods shown.

  Table 2 shows the growth of a hypothetical $1,000 investment in the variable
  investment options over the periods shown. Both Tables 1 and 2 take into
  account all fees and charges under the contract, including the withdrawal
  charge, the optional baseBUILDER benefits charge, the annual administrative
  charge under Flexible Premium IRA and Flexible Premium Roth IRA contracts, but
  do not reflect the charges for any applicable taxes such as premium taxes or
  any applicable annuity administrative fee.

  Tables 3, 4, and 5 show the rates of return of the variable investment options
  on an annualized, cumulative, and year-by-year basis. These tables take into
  account all fees and charges under the contract, but do not reflect the
  withdrawal charge, the optional baseBUILDER benefits charge, the annual
  administrative charge or the charges for any applicable taxes such as premium
  taxes or any applicable annuity administrative fee. If the charges were
  reflected they would effectively reduce the rates of return shown.

  In all cases the results shown are based on the actual historical investment
  experience of the portfolios in which the variable investment options invest.
  In some cases, the results shown relate to periods when the variable
  investment options and/or the contracts were not available. In those cases, we
  adjusted the results of the portfolios to reflect the charges under the
  contracts that would have applied had the investment options and/or contracts
  been available. The contracts were first offered on May 1, 1997.

  For the "Alliance" portfolios (other than EQ/Alliance Premier Growth), we have
  adjusted the results prior to October 1996, when Class IB shares for these
  portfolios were not available, to reflect the 12b-1 fees currently imposed.
  Finally, the results shown for the Alliance Money Market and Alliance Common
  Stock options for periods before March 22, 1985 reflect the results of the
  variable investment options that preceded them. The "Since portfolio
  inception" figures for these options are based on the date of inception of the
  preceding variable investment options. We have adjusted these results to
  reflect the maximum investment advisory fee payable for the portfolios, as
  well as an assumed charge of 0.06% for direct operating expenses.

  EQ Advisors Trust commenced operations on May 1, 1997. For periods prior to
  October 18, 1999 the Alliance portfolios (other than EQ/Alliance Premier
  Growth) were part of The Hudson River Trust. On October 18, 1999, these
  portfolios became corresponding portfolios of EQ Advisors Trust. In each case,
  the performance shown is for the indicated EQ Advisors Trust portfolio and any
  predecessors that it may have had.

  All rates of return presented are time-weighted and include reinvestment of
  investment income, including interest and dividends.

  BENCHMARKS

  Tables 3 and 4 compare the performance of variable investment options to
  market indices that serve as benchmarks. Market indices are not subject to any
  charges for investment advisory fees, brokerage commission or other operating
  expenses typically associated with a managed portfolio. Also, they do not
  reflect other contract charges such as the mortality and expense risks charge,
  administrative charges, or any withdrawal or optional benefit charge.
  Comparisons with these benchmarks, therefore, may be of limited use. We
  include them because they are widely known and may help you to understand the
  universe of securities from which each portfolio is likely to select its
  holdings. Benchmark data reflect the reinvestment of dividend income. The
  benchmarks include:

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                                                      INVESTMENT PERFORMANCE  73
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- -----------------------------------------------------------------------
  ALLIANCE MONEY MARKET: Salomon Brothers Three-Month T-Bill
     Index.

  ALLIANCE HIGH YIELD: Merrill Lynch High Yield Master Index.

  ALLIANCE COMMON STOCK: Standard & Poor's 500 Index.

  ALLIANCE AGGRESSIVE STOCK: 50% Russell 2000 Index and 50%
     Standard & Poor's Mid-Cap Total Return Index.

  ALLIANCE SMALL CAP GROWTH: Russell 2000 Growth Index.

  EQ/ALLIANCE PREMIER GROWTH: Standard & Poor's 500 Index.

  BT EQUITY 500 INDEX: Standard & Poor's 500 Index.

  BT SMALL COMPANY INDEX: Russell 2000 Index.

  BT INTERNATIONAL EQUITY INDEX: Morgan Stanley Capital
     International Europe, Australia, Far East Index.

  CAPITAL GUARDIAN U.S. EQUITY: Standard & Poor's 500 Index.

  CAPITAL GUARDIAN RESEARCH: Standard & Poor's 500 Index.

  CAPITAL GUARDIAN INTERNATIONAL: Morgan Stanley Capital
     International Europe, Australia, Far East Index.

  JPM CORE BOND: Salomon Brothers Broad Investment Grade Bond.

  LAZARD LARGE CAP VALUE: Standard & Poor's 500 Index.

  LAZARD SMALL CAP VALUE: Russell 2000 Index.

  MFS GROWTH WITH INCOME: Standard & Poor's 500 Index.

  MFS RESEARCH: Standard & Poor's 500 Index.

  MFS EMERGING GROWTH COMPANIES: Russell 2000 Index.

  MORGAN STANLEY EMERGING MARKETS EQUITY: Morgan Stanley
     Capital International Emerging Markets Free Price Return Index.

  EQ/PUTNAM GROWTH & INCOME VALUE: Standard & Poor's 500
     Index.

  EQ/PUTNAM INVESTORS GROWTH: Standard & Poor's 500 Index.

  EQ/PUTNAM INTERNATIONAL EQUITY: Morgan Stanley Capital
     International Europe, Australia, Far East Index.
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  LIPPER SURVEY. The Lipper Variable Insurance Products Performance Analysis
  Survey (Lipper Survey) records the performance of a large group of variable
  annuity products, including managed separate accounts of insurance companies.
  According to Lipper Analytical Services, Inc. (Lipper), the data are presented
  net of investment management fees, direct operating expenses and asset-based
  charges applicable under annuity contracts. Lipper data provide a more
  accurate picture than market benchmarks of the Equitable Accumulator
  performance relative to other variable annuity products.

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74 INVESTMENT PERFORMANCE
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                                     TABLE 1
AVERAGE ANNUAL TOTAL RETURN UNDER A CONTRACT SURRENDERED ON DECEMBER 31, 1998:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                                         LENGTH OF INVESTMENT PERIOD
                                       ----------------------------------------------------------------
                                                                                    SINCE      SINCE
                                           1          3         5        10       OPTION    PORTFOLIO
 VARIABLE INVESTMENT OPTIONS              YEAR       YEARS    YEARS     YEARS   INCEPTION*  INCEPTION**
- -------------------------------------------------------------------------------------------------------
<S>                                     <C>         <C>       <C>      <C>       <C>         <C>
 Alliance Money Market                   (3.64)%     1.59%     2.40%    3.35%      0.59%       4.74%
- -------------------------------------------------------------------------------------------------------
 Alliance High Yield                    (13.96)%     7.72%     7.28%    8.93%      1.60%       8.27%
- -------------------------------------------------------------------------------------------------------
 Alliance Common Stock                   20.02%     24.05%    19.18%   16.35%     17.73%      14.23%
- -------------------------------------------------------------------------------------------------------
 Alliance Aggressive Stock               (8.60)%     7.09%     8.76%   16.79%      0.53%      15.54%
- -------------------------------------------------------------------------------------------------------
 Alliance Small Cap Growth              (13.03)%       --        --       --       5.51%       5.51%
- -------------------------------------------------------------------------------------------------------
 BT Equity 500 Index                     16.14%        --        --       --      16.14%      16.14%
- -------------------------------------------------------------------------------------------------------
 BT Small Company Index                 (10.93)%       --        --       --     (10.93)%    (10.93)%
- -------------------------------------------------------------------------------------------------------
 BT International Equity Index           11.17%        --        --       --      11.17%      11.17%
- -------------------------------------------------------------------------------------------------------
 JPM Core Bond                            0.26%        --        --       --       0.26%       0.26%
- -------------------------------------------------------------------------------------------------------
 Lazard Large Cap Value                  11.14%        --        --       --      11.14%      11.14%
- -------------------------------------------------------------------------------------------------------
 Lazard Small Cap Value                 (15.62)%       --        --       --     (15.62)%    (15.62)%
- -------------------------------------------------------------------------------------------------------
 MFS Research                            15.13%        --        --       --      15.64%      15.64%
- -------------------------------------------------------------------------------------------------------
 MFS Emerging Growth Companies           25.40%        --        --       --      24.05%      24.05%
- -------------------------------------------------------------------------------------------------------
 Morgan Stanley Emerging Markets Equity (35.31)        --        --       --     (35.31)%    (28.99)%
- -------------------------------------------------------------------------------------------------------
 EQ/Putnam Growth & Income Value          4.00%        --        --       --      10.08%      10.08%
- -------------------------------------------------------------------------------------------------------
 EQ/Putnam Investors Growth              27.15%        --        --       --      26.08%      26.08%
- -------------------------------------------------------------------------------------------------------
 EQ/Putnam International Equity          10.56%        --        --       ---      9.98%       9.98%
- -------------------------------------------------------------------------------------------------------
</TABLE>


*    The variable investment option inception dates are: Alliance Money Market,
     Alliance High Yield, Alliance Common Stock, and Alliance Aggressive Stock
     (October 16, 1996); Alliance Small Cap Growth, MFS Research, MFS Emerging
     Growth Companies, EQ/Putnam Growth & Income Value, EQ/Putnam Investors
     Growth, and EQ/Putnam International Equity (May 1, 1997); BT Equity 500
     Index, BT Small Company Index, BT International Equity Index, JPM Core
     Bond, Lazard Large Cap Value, Lazard Small Cap Value, and Morgan Stanley
     Emerging Markets Equity (December 31, 1997). The inception dates for the
     variable investment options that became available on or after December 31,
     1998, and are therefore not shown in this table are: MFS Growth with Income
     (December 31, 1998); EQ/Alliance Premier Growth, Capital Guardian U.S.
     Equity, Capital Guardian Research, and Capital Guardian International
     (April 30, 1999).


**   The inception dates for the portfolios underlying the Alliance variable
     investment options shown in the tables are for portfolios of The Hudson
     River Trust, the assets of which became assets of corresponding portfolios
     of EQ Advisors Trust on October 18, 1999. The portfolio inception dates
     are: Alliance Money Market (July 13, 1981); Alliance High Yield (January 2,
     1987); Alliance Common Stock (January 13, 1976); Alliance Aggressive Stock
     (January 27, 1986); Alliance Small Cap Growth, MFS Research, MFS Emerging
     Growth Companies, EQ Putnam Growth & Income Value, EQ/Putnam Investors
     Growth, and EQ/Putnam International Equity (May 1, 1997); BT Equity 500
     Index, BT Small Company Index, BT International Equity Index, JPM Core
     Bond, Lazard Large Cap Value, and Lazard Small Cap Value (December 31,
     1997); and Morgan Stanley Emerging Markets Equity (August 20, 1997). The
     inception dates for the portfolios that became available on or after
     December 31, 1998 and are therefore not shown in the tables are: MFS Growth
     with Income (December 31, 1998); EQ/Alliance Premier Growth, Capital
     Guardian U.S. Equity, Capital Guardian Research, and Capital Guardian
     International (April 30, 1999).


<PAGE>

- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  75
- --------------------------------------------------------------------------------


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


                                     TABLE 2
GROWTH OF $1,000 UNDER A CONTRACT SURRENDERED ON DECEMBER 31, 1998:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                          LENGTH OF INVESTMENT PERIOD
                                                          -----------------------------------------------
                                                                                                SINCE
                                           1            3             5            10        PORTFOLIO
 VARIABLE INVESTMENT OPTIONS             YEAR         YEARS         YEARS        YEARS      INCEPTION*
- ---------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>           <C>          <C>          <C>
Alliance Money Market                    $963.60     $1,048.36     $1,126.12    $1,390.07     $2,302.95
- ---------------------------------------------------------------------------------------------------------
Alliance High Yield                      $860.40     $1,250.11     $1,421.32    $2,352.06     $2,593.84
- ---------------------------------------------------------------------------------------------------------
Alliance Common Stock                  $1,200.20     $1,908.73     $2,404.59    $4,547.90    $21,336.21
- ---------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock                $914.00     $1,228.21     $1,521.63    $4,719.54     $6,539.96
- ---------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                $869.70           -             -            -       $1,113.16
- ---------------------------------------------------------------------------------------------------------
BT Equity 500 Index                    $1,161.40           -             -            -       $1,161.40
- ---------------------------------------------------------------------------------------------------------
BT Small Company Index                   $890.70           -             -            -         $890.70
- ---------------------------------------------------------------------------------------------------------
BT International Equity Index          $1,111.70           -             -            -       $1,111.70
- ---------------------------------------------------------------------------------------------------------
JPM Core Bond                          $1,002.60           -             -            -       $1,002.60
- ---------------------------------------------------------------------------------------------------------
Lazard Large Cap Value                 $1,111.40           -             -            -       $1,111.40
- ---------------------------------------------------------------------------------------------------------
Lazard Small Cap Value                   $843.80           -             -            -         $843.80
- ---------------------------------------------------------------------------------------------------------
MFS Research                           $1,151.30           -             -            -       $1,337.29
- ---------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies          $1,254.00           -             -            -       $1,538.76
- ---------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity   $646.90           -             -            -         $504.25
- ---------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value        $1,040.00           -             -            -       $1,211.78
- ---------------------------------------------------------------------------------------------------------
EQ/Putnam Investors Growth             $1,271.50           -             -            -       $1,589.59
- ---------------------------------------------------------------------------------------------------------
EQ/Putnam International Equity         $1,105.60           -             -            -       $1,209.59
- ---------------------------------------------------------------------------------------------------------
</TABLE>

- -----------------
*  Portfolio inception dates are shown in Table 1.


<PAGE>

- --------------------------------------------------------------------------------
76 INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


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


                                     TABLE 3
ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
                                                                                                   SINCE
                                                                                                  PORTFOLIO
                                               1 YEAR     3 YEARS   5 YEARS  10 YEARS   20 YEARS  INCEPTION*
- -------------------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>       <C>       <C>         <C>        <C>
 ALLIANCE MONEY MARKET                          3.66%      3.68%     3.49%     3.90%         --       5.38%
- -------------------------------------------------------------------------------------------------------------
   Lipper Money Market                          4.84%      4.87%     4.77%     5.20%         --       6.77%
- -------------------------------------------------------------------------------------------------------------
   Benchmark                                    5.05%      5.18%     5.11%     5.44%         --       6.76%
- -------------------------------------------------------------------------------------------------------------
 ALLIANCE HIGH YIELD                           (6.66)%     9.57%     8.23%     9.39%         --       8.73%
- -------------------------------------------------------------------------------------------------------------
   Lipper High Current Yield                   (0.44)%     8.21%     7.37%     9.34%         --       8.97%
- -------------------------------------------------------------------------------------------------------------
   Benchmark                                    3.66%      9.11%     9.01%    11.08%         --      10.72%
- -------------------------------------------------------------------------------------------------------------
 ALLIANCE COMMON STOCK                         27.32%     25.56%    19.97%    16.74%      16.71%     14.53%
- -------------------------------------------------------------------------------------------------------------
   Lipper Growth                               22.86%     22.23%    18.63%    16.72%      16.30%     16.01%
- -------------------------------------------------------------------------------------------------------------
   Benchmark                                   28.58%     28.23%    24.06%    19.21%      17.76%     15.98%
- -------------------------------------------------------------------------------------------------------------
 ALLIANCE AGGRESSIVE STOCK                     (1.30)%     8.97%     9.67%    16.99%         --      15.88%
- -------------------------------------------------------------------------------------------------------------
   Lipper Mid-Cap Growth                       12.16%     16.33%    14.87%    15.44%         --      13.69%
- -------------------------------------------------------------------------------------------------------------
   Benchmark                                    8.28%     17.77%    15.56%    16.49%         --      14.78%
- -------------------------------------------------------------------------------------------------------------
 ALLIANCE SMALL CAP GROWTH                     (5.73)%       --        --        --          --      10.53%
- -------------------------------------------------------------------------------------------------------------
   Lipper Small Company Growth                 (0.33)%       --        --        --          --      16.72%
- -------------------------------------------------------------------------------------------------------------
   Benchmark                                    1.23%        --        --        --          --      16.58%
- -------------------------------------------------------------------------------------------------------------
 BT EQUITY 500 INDEX                           23.44%        --        --        --          --      23.44%
- -------------------------------------------------------------------------------------------------------------
   Lipper S&P 500 Index                        26.78%        --        --        --          --      26.78%
- -------------------------------------------------------------------------------------------------------------
   Benchmark                                   28.58%        --        --        --          --      28.58%
- -------------------------------------------------------------------------------------------------------------
 BT SMALL COMPANY INDEX                        (3.63)%       --        --        --          --      (3.63)%
- -------------------------------------------------------------------------------------------------------------
   Lipper Small Cap                             1.53%        --        --        --          --       1.53%
- -------------------------------------------------------------------------------------------------------------
   Benchmark                                   (2.54)%       --        --        --          --      (2.54)%
- -------------------------------------------------------------------------------------------------------------
 BT INTERNATIONAL EQUITY INDEX                 18.47%        --        --        --          --      18.47%
- -------------------------------------------------------------------------------------------------------------
   Lipper International                        12.17%        --        --        --          --      12.17%
- -------------------------------------------------------------------------------------------------------------
   Benchmark                                   20.00%        --        --        --          --      20.00%
- -------------------------------------------------------------------------------------------------------------
 JPM CORE BOND                                 7.56%         --        --        --          --       7.56%
- -------------------------------------------------------------------------------------------------------------
   Lipper Intermediate Investment Grade Debt   7.23%         --        --        --          --       7.23%
- -------------------------------------------------------------------------------------------------------------
   Benchmark                                   8.72%         --        --        --          --       8.72%
- -------------------------------------------------------------------------------------------------------------
 LAZARD LARGE CAP VALUE                       18.44%         --        --        --          --      18.44%
- -------------------------------------------------------------------------------------------------------------
   Lipper Capital Appreciation                24.16%         --        --        --          --      24.16%
- -------------------------------------------------------------------------------------------------------------
   Benchmark                                  28.58%         --        --        --          --      28.58%
- -------------------------------------------------------------------------------------------------------------
 LAZARD SMALL CAP VALUE                       (8.32)%        --        --        --          --      (8.32)%
- -------------------------------------------------------------------------------------------------------------
   Lipper Small Cap                            1.53%         --        --        --          --       1.53%
- -------------------------------------------------------------------------------------------------------------
   Benchmark                                  (2.54)%        --        --        --          --      (2.54)%
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  77
- --------------------------------------------------------------------------------


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


                               TABLE 3 (CONTINUED)
ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                                                                              SINCE
                                                                                           PORTFOLIO
                                     1 YEAR      3 YEARS   5 YEARS   10 YEARS   20 YEARS   INCEPTION*
- -------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>        <C>       <C>        <C>     <C>
 MFS RESEARCH                        22.43%        --         --        --         --       22.75%
   Lipper Growth                     25.82%        --         --        --         --       28.73%
   Benchmark                         28.58%        --         --        --         --       31.63%
 MFS EMERGING GROWTH COMPANIES       32.70%        --         --        --         --       33.03%
   Lipper Mid-Cap                    15.97%        --         --        --         --       22.72%
   Benchmark                         (2.54)%       --         --        --         --       14.53%
 MORGAN STANLEY EMERGING MARKETS
  EQUITY                            (28.01)%       --         --        --         --      (33.62)%
   Lipper Emerging Markets          (30.50)%       --         --        --         --      (36.28)%
   Benchmark                        (25.34)%       --         --        --         --      (28.92)%
 EQ/PUTNAM GROWTH & INCOME VALUE     11.30%        --         --        --         --       16.03%
   Lipper Growth & Income            15.54%        --         --        --         --       21.32%
   Benchmark                         28.58%        --         --        --         --       31.63%
 EQ/PUTNAM INVESTORS GROWTH          34.45%        --         --        --         --       35.53%
   Lipper Growth                     25.82%        --         --        --         --       28.73%
   Benchmark                         28.58%        --         --        --         --       31.63%
 EQ/PUTNAM INTERNATIONAL EQUITY      17.86%        --         --        --         --       15.94%
   Lipper International              12.17%        --         --        --         --        9.06%
   Benchmark                         20.00%        --         --        --         --       13.43%
- -------------------------------------------------------------------------------------------------------
</TABLE>

- ------------------
*   Portfolio inception dates are shown in Table 1.

<PAGE>

- --------------------------------------------------------------------------------
78 INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


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


                                     TABLE 4
CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                                              SINCE
                                                                                            PORTFOLIO
                                1 YEAR      3 YEARS     5 YEARS   10 YEARS    20 YEARS     INCEPTION*
- ---------------------------------------------------------------------------------------------------------
<S>                              <C>        <C>         <C>        <C>        <C>          <C>
 ALLIANCE MONEY MARKET            3.66%      11.45%      18.71%     46.56%         -         149.59%
- ---------------------------------------------------------------------------------------------------------
  Lipper Money Market             4.84%      15.34%      26.25%     66.09%         -         214.68%
- ---------------------------------------------------------------------------------------------------------
  Benchmark                       5.05%      16.35%      28.27%     69.88%         -         214.45%
- ---------------------------------------------------------------------------------------------------------
 ALLIANCE HIGH YIELD             (6.66)%     31.56%      48.53%    145.25%         -         172.86%
- ---------------------------------------------------------------------------------------------------------
  Lipper High Current Yield      (0.44)%     26.80%      43.00%    145.62%         -         182.21%
- ---------------------------------------------------------------------------------------------------------
  Benchmark                       3.66%      29.90%      53.96%    186.01%         -         239.69%
- ---------------------------------------------------------------------------------------------------------
 ALLIANCE COMMON STOCK           27.32%      97.96%     148.48%    370.07%    2,099.77%    2,154.10%
- ---------------------------------------------------------------------------------------------------------
  Lipper Growth                  22.86%      84.52%     138.97%    388.00%    2,185.68%    3,490.04%
- ---------------------------------------------------------------------------------------------------------
  Benchmark                      28.58%     110.85%     193.91%    479.62%    2,530.43%    2,919.92%
- ---------------------------------------------------------------------------------------------------------
 ALLIANCE AGGRESSIVE STOCK       (1.30)%     29.40%      58.67%    380.08%         -         572.32%
- ---------------------------------------------------------------------------------------------------------
  Lipper Mid-Cap Growth          12.16%      58.64%     102.73%    334.88%         -         448.32%
- ---------------------------------------------------------------------------------------------------------
  Benchmark                       8.28%      63.35%     106.12%    360.30%         -         494.67%
- ---------------------------------------------------------------------------------------------------------
 ALLIANCE SMALL CAP GROWTH       (5.73)%         -          -          -           -          18.19%
- ---------------------------------------------------------------------------------------------------------
  Lipper Small Company Growth    (0.33)%         -          -          -           -          28.98%
- ---------------------------------------------------------------------------------------------------------
  Benchmark                       1.23%          -          -          -           -          29.23%
- ---------------------------------------------------------------------------------------------------------
 BT EQUITY 500 INDEX             23.44%          -          -          -           -          23.44%
- ---------------------------------------------------------------------------------------------------------
  Lipper S&P 500 Index           26.78%          -          -          -           -          26.78%
- ---------------------------------------------------------------------------------------------------------
  Benchmark                      28.58%          -          -          -           -          28.58%
- ---------------------------------------------------------------------------------------------------------
 BT SMALL COMPANY INDEX          (3.63)%         -          -          -           -          (3.63)%
- ---------------------------------------------------------------------------------------------------------
  Lipper Small Cap                1.53%          -          -          -           -           1.49%
- ---------------------------------------------------------------------------------------------------------
  Benchmark                      (2.54)%         -          -          -           -          (2.54)%
- ---------------------------------------------------------------------------------------------------------
 BT INTERNATIONAL EQUITY INDEX   18.47%          -          -          -           -          18.47%
- ---------------------------------------------------------------------------------------------------------
  Lipper International           12.17%          -          -          -           -          12.23%
- ---------------------------------------------------------------------------------------------------------
  Benchmark                      20.00%          -          -          -           -          20.00%
- ---------------------------------------------------------------------------------------------------------
 JPM CORE BOND                    7.56%          -          -          -           -           7.56%
- ---------------------------------------------------------------------------------------------------------
  Lipper Intermediate Investment
   Grade Debt                     7.23%          -          -          -           -           7.23%
- ---------------------------------------------------------------------------------------------------------
  Benchmark                       8.72%          -          -          -           -           8.72%
- ---------------------------------------------------------------------------------------------------------
 LAZARD LARGE CAP VALUE          18.44%          -          -          -           -          18.44%
- ---------------------------------------------------------------------------------------------------------
  Lipper Capital Appreciation    24.16%          -          -          -           -          24.09%
- ---------------------------------------------------------------------------------------------------------
  Benchmark                      28.58%          -          -          -           -          28.58%
- ---------------------------------------------------------------------------------------------------------
 LAZARD SMALL CAP VALUE          (8.32)%         -          -          -           -          (8.32)%
- ---------------------------------------------------------------------------------------------------------
  Lipper Small Cap                1.53%          -          -          -           -           1.53%
- ---------------------------------------------------------------------------------------------------------
  Benchmark                      (2.54)%         -          -          -           -          (2.54)%
- ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  79
- --------------------------------------------------------------------------------


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


                               TABLE 4 (CONTINUED)
CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                                                                              Since
                                                                                            portfolio
                                    1 year      3 years    5 years   10 years    20 years   inception*
- ----------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>         <C>        <C>        <C>      <C>
 MFS RESEARCH                     22.43%          --          --         --         --        40.79%
- ----------------------------------------------------------------------------------------------------------
   Lipper Growth                  25.82%          --          --         --         --        52.86%
- ----------------------------------------------------------------------------------------------------------
   Benchmark                      28.58%          --          --         --         --        57.60%
- ----------------------------------------------------------------------------------------------------------
 MFS EMERGING GROWTH COMPANIES    32.70%          --          --         --         --        60.99%
- ----------------------------------------------------------------------------------------------------------
   Lipper Mid-Cap                 15.97%          --          --         --         --        42.16%
- ----------------------------------------------------------------------------------------------------------
   Benchmark                     (2.54)%          --          --         --         --        25.40%
- ----------------------------------------------------------------------------------------------------------
 MORGAN STANLEY EMERGING
  MARKETS EQUITY                 (28.01)%         --          --         --         --       (42.83)%
- ----------------------------------------------------------------------------------------------------------
   Lipper Emerging Markets       (30.50)%         --          --         --         --       (45.67)%
- ----------------------------------------------------------------------------------------------------------
   Benchmark                     (25.34)%         --          --         --         --       (36.71)%
- ----------------------------------------------------------------------------------------------------------
 EQ/PUTNAM GROWTH & INCOME
  VALUE                           11.30%          --          --         --         --        28.16%
- ----------------------------------------------------------------------------------------------------------
   Lipper Growth & Income         15.54%          --          --         --         --        38.49%
- ----------------------------------------------------------------------------------------------------------
   Benchmark                      28.58%          --          --         --         --        57.60%
- ----------------------------------------------------------------------------------------------------------
 EQ/PUTNAM INVESTORS GROWTH       34.45%          --          --         --         --        66.08%
- ----------------------------------------------------------------------------------------------------------
   Lipper Growth                  25.82%          --          --         --         --        52.86%
- ----------------------------------------------------------------------------------------------------------
   Benchmark                      28.58%          --          --         --         --        57.60%
- ----------------------------------------------------------------------------------------------------------
 EQ/PUTNAM INTERNATIONAL EQUITY   17.86%          --          --         --         --        27.98%
- ----------------------------------------------------------------------------------------------------------
   Lipper International           12.17%          --          --         --         --        15.88%
- ----------------------------------------------------------------------------------------------------------
   Benchmark                      20.00%          --          --         --         --        23.42%
- ----------------------------------------------------------------------------------------------------------
</TABLE>

- ----------
*  Portfolio inception dates are shown in Table 1.

<PAGE>

- --------------------------------------------------------------------------------
80 INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


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


                                    TABLE 5
                          YEAR-BY-YEAR RATES OF RETURN:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                     1989          1990          1991          1992          1993
- --------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>           <C>           <C>           <C>
Alliance Money Market                                7.45%         6.50%         4.49%         1.91%         1.32%
- --------------------------------------------------------------------------------------------------------------------
Alliance High Yield                                  3.46%        (2.70)%       22.48%        10.51%        21.19%
- --------------------------------------------------------------------------------------------------------------------
Alliance Common Stock                               23.60%        (9.59)%       35.69%         1.57%        22.83%
- --------------------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock                           41.22%         6.43%        83.89%        (4.71)%       14.89%
- --------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                              -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                                    -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
BT Small Company Index                                 -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
BT International Equity Index                          -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
JPM Core Bond                                          -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
Lazard Large Cap Value                                 -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
Lazard Small Cap Value                                 -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
MFS Research                                           -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies                          -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity                 -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value                        -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
EQ/Putnam Investors Growth                             -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
EQ/Putnam International Equity                         -             -             -             -             -
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------
                                            1994        1995      1996          1997           1998
- --------------------------------------------------------------------------------------------------------------------
<S>                                        <C>         <C>       <C>            <C>           <C>
Alliance Money Market                       2.36%       4.06%      3.64%         3.74%         3.66%
- --------------------------------------------------------------------------------------------------------------------
Alliance High Yield                        (4.33)%     18.01%     20.91%        16.58%        (6.66)%
- --------------------------------------------------------------------------------------------------------------------
Alliance Common Stock                      (3.70)%     30.34%     22.28%        27.16%        27.32%
- --------------------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock                  (5.35)%     29.54%     20.24%         9.04%        (1.30)%
- --------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                     -           -         -           25.38%+       (5.73)%
- --------------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                           -           -         -              -          23.44%
- --------------------------------------------------------------------------------------------------------------------
BT Small Company Index                        -           -         -              -          (3.63)%
- --------------------------------------------------------------------------------------------------------------------
BT International Equity Index                 -           -         -              -          18.47%
- --------------------------------------------------------------------------------------------------------------------
JPM Core Bond                                 -           -         -              -           7.56%
- --------------------------------------------------------------------------------------------------------------------
Lazard Large Cap Value                        -           -         -              -          18.44%
- --------------------------------------------------------------------------------------------------------------------
Lazard Small Cap Value                        -           -         -              -          (8.32)%
- --------------------------------------------------------------------------------------------------------------------
MFS Research                                  -           -         -            14.99%+      22.43%
- --------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies                 -           -         -            21.32%+      32.70%
- --------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity        -           -         -           (20.59)%+    (28.01)%
- --------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value                -          -         -            15.15%+      11.30%
- --------------------------------------------------------------------------------------------------------------------
EQ/Putnam Investors Growth                    -           -         -            23.53%+      34.45%
- --------------------------------------------------------------------------------------------------------------------
EQ/Putnam International Equity                -           -         -             8.59%+      17.86%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------
+  Returns for these portfolios represent less than 12 months of performance.
   The returns are as of each portfolio inception date as shown in Table 1.

<PAGE>

- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  81
- --------------------------------------------------------------------------------


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


  COMMUNICATING PERFORMANCE DATA

  In reports or other communications to contract owners or in advertising
  material, we may describe general economic and market conditions affecting our
  variable investment options and the portfolios and may compare the performance
  or ranking of those options and the portfolios with:

  o those of other insurance company separate accounts or mutual funds included
    in the rankings prepared by Lipper Analytical Services, Inc., Morningstar,
    Inc., VARDS, or similar investment services that monitor the performance of
    insurance company separate accounts or mutual funds;

  o other appropriate indices of investment securities and averages for peer
    universes of mutual funds; or

  o data developed by us derived from such indices or averages.

  We also may furnish to present or prospective contract owners advertisements
  or other communications that include evaluations of a variable investment
  option or portfolio by nationally recognized financial publications. Examples
  of such publications are:

- --------------------------------------------------------------------------------
  Barron's                                    Investment Management Weekly
  Morningstar's Variable Annuity              Money Management Letter
       Sourcebook                             Investment Dealers Digest
  Business Week                               National Underwriter
  Forbes                                      Pension & Investments
  Fortune                                     USA Today
  Institutional Investor                      Investor's Business Daily
  Money                                       The New York Times
  Kiplinger's Personal Finance                The Wall Street Journal
  Financial Planning                          The Los Angeles Times
  Investment Adviser                          The Chicago Tribune
- --------------------------------------------------------------------------------

  Lipper compiles performance data for peer universes of funds with similar
  investment objectives in its Lipper Survey. Morningstar, Inc. compiles similar
  data in the Morningstar Variable Annuity/Life Report (Morningstar Report).

  The Lipper Survey records performance data as reported to it by over 800
  mutual funds underlying variable annuity and life insurance products. It
  divides these actively managed portfolios into 25 categories by portfolio
  objectives. The Lipper Survey contains two different universes, which reflect
  different types of fees in performance data:

  o The "separate account" universe reports performance data net of investment
    management fees, direct operating expenses and asset-based charges
    applicable under variable life and annuity contracts, and

  o The "mutual fund" universe reports performance net only of investment
    management fees and direct operating expenses, and therefore reflects only
    charges that relate to the underlying mutual fund.

  The Morningstar Variable Annuity/Life Report consists of nearly 700 variable
  life and annuity funds, all of which report their data net of investment
  management fees, direct operating expenses and separate account level charges.
  VARDS is a monthly reporting service that monitors approximately 2,500
  variable life and variable annuity funds on performance and account
  information.

  YIELD INFORMATION

  Current yield for the Alliance Money Market option will be based on net
  changes in a hypothetical investment over a given seven-day period, exclusive
  of capital changes, and then "annualized" (assuming that the same seven-day
  result would occur each week for 52 weeks). Current yield for the Alliance
  High Yield option will be based on net changes in a hypothetical investment
  over a given 30-day period, exclusive of capital changes, and then
  "annualized" (assuming that the same 30-day result would occur each month for
  12 months).

  "Effective yield" is calculated in a similar manner, but when annualized, any
  income earned by the investment is assumed to be reinvested. The "effective
  yield" will be slightly higher than the "current yield" because any earnings
  are compounded weekly for the Alliance Money Market option. The current yields
  and effective yields assume the deduction of all contract charges and expenses
  other than the withdrawal charge, the optional baseBUILDER benefits charge,
  the annual administrative charge, and any charge for

<PAGE>

- --------------------------------------------------------------------------------
82 INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


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


  taxes such as premium tax. The yields and effective yields for the Alliance
  Money Market option, when used for the special dollar cost averaging program,
  assume that no contract charges are deducted. For more information, see "Yield
  Information for the Alliance Money Market Option and Alliance High Yield
  Option" in the SAI.


<PAGE>

- --------------------------------------------------------------------------------
                             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE  83
- --------------------------------------------------------------------------------

10
Incorporation of certain documents by reference


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

  Equitable Life's annual report on Form 10-K for the year ended December 31,
  1998, a current report on Form 8-K dated September 1, 1999, and a quarterly
  report on Form 10-Q for the quarter ended June 30, 1999, are considered to be
  a part of this prospectus because they are incorporated by reference.

  After the date of this prospectus and before we terminate the offering of the
  securities under this prospectus, all documents or reports we file with the
  SEC under the Securities Exchange Act of 1934 ("Exchange Act") will be
  considered to become part of this prospectus because they are incorporated by
  reference.

  Any statement contained in a document that is, or becomes part of this
  prospectus, will be considered changed or replaced for purposes of this
  prospectus if a statement contained in this prospectus changes or is replaced.
  Any statement that is considered to be a part of this prospectus because of
  its incorporation will be considered changed or replaced for the purpose of
  this prospectus if a statement contained in any other subsequently filed
  document that is considered to be part of this prospectus changes or replaces
  that statement. After that, only the statement that is changed or replaced
  will be considered to be part of this prospectus.

  We file our Exchange Act documents and reports, including our annual and
  quarterly reports on Form 10-K and Form 10-Q, electronically according to
  EDGAR under CIK No. 0000727920. The SEC maintains a Web site that contains
  reports, proxy and information statements, and other information regarding
  registrants that file electronically with the SEC. The address of the site is
  http://www.sec.gov.

  Upon written or oral request, we will provide, free of charge, to each person
  to whom this prospectus is delivered, a copy of any or all of the documents
  considered to be part of this prospectus because they are incorporated herein.
  This does not include exhibits not specifically incorporated by reference into
  the text of such documents. Requests for documents should be directed to The
  Equitable Life Assurance Society of the United States, 1290 Avenue of the
  Americas, New York, New York 10104. Attention: Corporate Secretary (telephone:
  (212) 554-1234).

<PAGE>

- --------------------------------------------------------------------------------
                                APPENDIX I: CONDENSED FINANCIAL INFORMATION  A-1
- --------------------------------------------------------------------------------


Appendix I: Condensed financial information


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


  UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
  INVESTMENT OPTION

- --------------------------------------------------------------------------------
                                                   FOR THE YEARS ENDING
                                            ------------------------------------
                                            DEC. 31, 1997     DEC. 31, 1998
- --------------------------------------------------------------------------------
  ALLIANCE MONEY MARKET
- --------------------------------------------------------------------------------
    Unit value                                   $25.00            $25.92
- --------------------------------------------------------------------------------
    Number of units outstanding (000s)            1,153             5,158
- --------------------------------------------------------------------------------
  ALLIANCE HIGH YIELD
- --------------------------------------------------------------------------------
    Unit value                                   $29.96            $27.96
- --------------------------------------------------------------------------------
    Number of units outstanding (000s)            1,256             4,521
- --------------------------------------------------------------------------------
  ALLIANCE COMMON STOCK
- --------------------------------------------------------------------------------
    Unit value                                  $186.29           $237.18
- --------------------------------------------------------------------------------
    Number of units outstanding (000s)              434             1,542
- --------------------------------------------------------------------------------
  ALLIANCE AGGRESSIVE STOCK
- --------------------------------------------------------------------------------
    Unit value                                   $70.28            $69.37
- --------------------------------------------------------------------------------
    Number of units outstanding (000s)              380               939
- --------------------------------------------------------------------------------
  ALLIANCE SMALL CAP GROWTH
- --------------------------------------------------------------------------------
    Unit value                                   $12.54            $11.82
- --------------------------------------------------------------------------------
    Number of units outstanding (000s)            2,521             6,101
- --------------------------------------------------------------------------------
  BT EQUITY 500 INDEX
- --------------------------------------------------------------------------------
    Unit value                                   $10.00            $12.34
- --------------------------------------------------------------------------------
    Number of units outstanding (000s)                -            12,279
- --------------------------------------------------------------------------------
  BT SMALL COMPANY INDEX
- --------------------------------------------------------------------------------
    Unit value                                   $10.00             $9.64
- --------------------------------------------------------------------------------
    Number of units outstanding (000s)                -             1,610
- --------------------------------------------------------------------------------
  BT INTERNATIONAL EQUITY INDEX
- --------------------------------------------------------------------------------
    Unit value                                   $10.00            $11.85
- --------------------------------------------------------------------------------
    Number of units outstanding (000s)                -             1,827
- --------------------------------------------------------------------------------
  JPM CORE BOND
- --------------------------------------------------------------------------------
    Unit value                                   $10.00            $10.76
- --------------------------------------------------------------------------------
    Number of units outstanding (000s)                -             8,661
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
A-2 APPENDIX I: CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                                                                FOR THE YEARS ENDING
                                                                         ---------------------------------------------
                                                                         DEC. 31, 1997                 DEC. 31, 1998
- ----------------------------------------------------------------------------------------------------------------------
  LAZARD LARGE CAP VALUE
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                            <C>
    Unit value                                                                $10.00                         $11.84
- ----------------------------------------------------------------------------------------------------------------------
    Number of units outstanding (000s)                                             -                          5,696
- ----------------------------------------------------------------------------------------------------------------------
  LAZARD SMALL CAP VALUE
- ----------------------------------------------------------------------------------------------------------------------
    Unit value                                                                $10.00                          $9.17
- ----------------------------------------------------------------------------------------------------------------------
    Number of units outstanding (000s)                                             -                          4,733
- ----------------------------------------------------------------------------------------------------------------------
  MFS RESEARCH
- ----------------------------------------------------------------------------------------------------------------------
    Unit value                                                                $11.50                         $14.08
- ----------------------------------------------------------------------------------------------------------------------
    Number of units outstanding (000s)                                         5,257                         14,913
- ----------------------------------------------------------------------------------------------------------------------
  MFS EMERGING GROWTH COMPANIES
- ----------------------------------------------------------------------------------------------------------------------
    Unit value                                                                $12.13                         $16.10
- ----------------------------------------------------------------------------------------------------------------------
    Number of units outstanding (000s)                                         3,327                          9,117
- ----------------------------------------------------------------------------------------------------------------------
  MORGAN STANLEY EMERGING MARKETS EQUITY
- ----------------------------------------------------------------------------------------------------------------------
    Unit value                                                                 $7.94                          $5.72
- ----------------------------------------------------------------------------------------------------------------------
    Number of units outstanding (000s)                                             -                          1,805
- ----------------------------------------------------------------------------------------------------------------------
  EQ/PUTNAM GROWTH & INCOME VALUE
- ----------------------------------------------------------------------------------------------------------------------
    Unit value                                                                $11.52                         $12.82
- ----------------------------------------------------------------------------------------------------------------------
    Number of units outstanding (000s)                                         8,113                         24,343
- ----------------------------------------------------------------------------------------------------------------------
  EQ/PUTNAM INVESTORS GROWTH
- ----------------------------------------------------------------------------------------------------------------------
    Unit value                                                                $12.35                         $16.61
- ----------------------------------------------------------------------------------------------------------------------
    Number of units outstanding (000s)                                         2,581                         10,072
- ----------------------------------------------------------------------------------------------------------------------
  EQ/PUTNAM INTERNATIONAL EQUITY
- ----------------------------------------------------------------------------------------------------------------------
    Unit value                                                                $10.86                         $12.80
- ----------------------------------------------------------------------------------------------------------------------
    Number of units outstanding (000s)                                         4,609                         10,607
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
                      APPENDIX II: PURCHASE CONSIDERATIONS FOR QP CONTRACTS  B-1
- --------------------------------------------------------------------------------


Appendix II: Purchase considerations for QP contracts


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


Trustees who are considering the purchase of an Equitable Accumulator QP
contract should discuss with their tax advisers whether this is an appropriate
investment vehicle for the employer's plan. Trustees should consider whether the
plan provisions permit the investment of plan assets in the QP contract, the
distribution of such an annuity, the purchase of the guaranteed minimum income
benefit, and the payment of death benefits in accordance with the requirements
of the federal income tax rules. The QP contract and this prospectus should be
reviewed in full, and the following factors, among others, should be noted.
Assuming continued plan qualification and operation, earnings on qualified plan
assets will accumulate value on a tax-deferred basis even if the plan is not
funded by the Equitable Accumulator QP contract or another annuity. Therefore,
you should purchase an Equitable Accumulator QP contract to fund a plan for the
contract's features and benefits other than tax deferral. This QP contract
accepts transfer contributions only and not regular, ongoing payroll
contributions. For 401(k) plans under defined contribution plans, no employee
after-tax contributions are accepted.

Under defined benefit plans, we will not accept rollovers from a defined
contribution plan to a defined benefit plan. We will only accept transfers from
a defined benefit plan or a change of investment vehicles in the plan. For
defined benefit plans, the maximum percentage of actuarial value of the plan
participant/employee's normal retirement benefit that can be funded by a QP
contract is 80%. The account value under a QP contract may at any time be more
or less than the lump sum actuarial equivalent of the accrued benefit for a
defined benefit plan participant/employee. Equitable Life does not guarantee
that the account value under a QP contract will at any time equal the actuarial
value of 80% of a participant/employee's accrued benefit. If overfunding of a
plan occurs, withdrawals from the QP contract may be required. A withdrawal
charge and/or market value adjustment may apply.

Further, Equitable Life will not perform or provide any plan recordkeeping
services with respect to the QP contracts. The plan's administrator will be
solely responsible for performing or providing for all such services. There is
no loan feature offered under the QP contracts, so if the plan provides for
loans and a participant/employee takes a loan from the plan, other plan assets
must be used as the source of the loan and any loan repayments must be credited
to other investment vehicles and/or accounts available under the plan.

Given that required minimum distributions must generally commence from the plan
for annuitants after age 70 1/2, trustees should consider whether the QP
contract is an appropriate purchase for annuitants approaching or over age
70 1/2.

Finally, because the method of purchasing the QP contract and the features of
the QP contract may appeal more to plan participants/employees who are older and
tend to be highly paid, and because certain features of the QP contract are
available only to plan participants/employees who meet certain minimum and/or
maximum age requirements, plan trustees should discuss with their advisers
whether the purchase of the QP contract would cause the plan to engage in
prohibited discrimination in contributions, benefits or otherwise.


<PAGE>

- --------------------------------------------------------------------------------
                              APPENDIX III: MARKET VALUE ADJUSTMENT EXAMPLE  C-1
- --------------------------------------------------------------------------------


Appendix III: Market value adjustment example


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


The example below shows how the market value adjustment would be determined and
how it would be applied to a withdrawal, assuming that $100,000 was allocated on
February 15, 2000 to a fixed maturity option with a maturity date of February
15, 2009 (nine years later) at a rate to maturity of 7.00%, resulting in a
maturity value at the maturity date of $183,846. We further assume that a
withdrawal of $50,000 is made four years later on February 15, 2004.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                                                                 ASSUMED RATE TO MATURITY ON FEBRUARY 15, 2004
                                                              ------------------------------------------------
                                                                          5.00%               9.00%
- --------------------------------------------------------------------------------------------------------------
 AS OF FEBRUARY 15, 2004 (BEFORE WITHDRAWAL)
- --------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>               <C>
(1) Market adjusted amount                                               $144,048          $ 119,487
- --------------------------------------------------------------------------------------------------------------
(2) Fixed maturity amount                                                $131,080          $ 131,080
- --------------------------------------------------------------------------------------------------------------
(3) Market value adjustment:
   (1) - (2)                                                             $ 12,968          $ (11,593)
- --------------------------------------------------------------------------------------------------------------
ON FEBRUARY 15, 2004 (AFTER WITHDRAWAL)
- --------------------------------------------------------------------------------------------------------------
(4) Portion of market value adjustment associated with withdrawal:
   (3) x [$50,000/(1)]                                                   $  4,501          $ (4,851)
- --------------------------------------------------------------------------------------------------------------
(5) Reduction in fixed maturity amount:
       [$50,000 - (4)]                                                   $ 45,499          $ 54,851
- --------------------------------------------------------------------------------------------------------------
(6) Fixed maturity amount: (2) - (5)                                     $ 85,581          $  76,229
- --------------------------------------------------------------------------------------------------------------
(7) Maturity value                                                       $ 120,032         $ 106,915
- --------------------------------------------------------------------------------------------------------------
(8) Market adjusted amount of (7)                                        $ 94,048          $  69,487
- --------------------------------------------------------------------------------------------------------------
</TABLE>

You should note that under this example if a withdrawal is made when rates have
increased from 7.00% to 9.00% (right column), a portion of a negative market
value adjustment is realized. On the other hand, if a withdrawal is made when
rates have decreased from 7.00% to 5.00% (left column), a portion of a positive
market value adjustment is realized.

<PAGE>

- --------------------------------------------------------------------------------
                      APPENDIX IV: GUARANTEED MINIMUM DEATH BENEFIT EXAMPLE  D-1
- --------------------------------------------------------------------------------


Appendix IV: Guaranteed minimum death benefit example


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


The death benefit under the contracts is equal to the account value or, if
greater, the guaranteed minimum death benefit.

The following illustrates the guaranteed minimum death benefit calculation.
Assuming $100,000 is allocated to the variable investment options (with no
allocation to the Alliance Money Market option or the fixed maturity options),
no additional contributions, no transfers and no withdrawals, and no loans under
a Rollover TSA contract, the guaranteed minimum death benefit for an annuitant
age 45 would be calculated as follows:

- --------------------------------------------------------------------------------
    END OF                       5% ROLL UP TO AGE 80   ANNUAL RATCHET TO AGE 80
   CONTRACT                       GUARANTEED MINIMUM      GUARANTEED MINIMUM
     YEAR       ACCOUNT VALUE      DEATH BENEFIT(1)         DEATH BENEFIT
- --------------------------------------------------------------------------------
       1          $105,000           $105,000(1)             $105,000(3)
       2          $115,500           $110,250(2)             $115,500(3)
       3          $129,360           $115,763(2)             $129,360(3)
       4          $103,488           $121,551(1)             $129,360(4)
       5          $113,837           $127,628(1)             $129,360(4)
       6          $127,497           $134,010(1)             $129,360(4)
       7          $127,497           $140,710(1)             $129,360(4)
- --------------------------------------------------------------------------------

The account values for contract years 1 through 7 are based on hypothetical
rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We
are using these rates solely to illustrate how the benefit is determined. The
return rates bear no relationship to past or future investment results.

5% ROLL UP TO AGE 80

(1) At the end of contract year 1, and again at the end of contract years 4
    through 7, the death benefit will be equal to the guaranteed minimum death
    benefit.

(2) At the end of contract years 2 and 3, the death benefit will be equal to the
    current account value since it is higher than the current guaranteed minimum
    death benefit.

ANNUAL RATCHET TO AGE 80

(3) At the end of contract  years 1 through 3, the  guaranteed  minimum death
    benefit is equal to the current  account value.

(4) At the end of contract years 4 through 7, the guaranteed minimum death
    benefit is equal to the guaranteed minimum death benefit at the end of the
    prior year since it is equal to or higher than the current account value.


<PAGE>

- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------


Statement of additional information


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


TABLE OF CONTENTS

                                                                          PAGE
Unit Values                                                                 2
Annuity Unit Values                                                         2
Custodian and Independent Accountants                                       3
Yield Information for the Alliance Money
  Market Option and Alliance High Yield Option                              3
Long-Term Market Trends                                                     5
Key Factors in Retirement Planning                                          8
Financial Statements                                                       12


HOW TO OBTAIN AN EQUITABLE ACCUMULATOR STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT NO. 49

Send this request form to:
   Equitable Accumulator
   P.O. Box 1547
   Secaucus, NJ 07096-1547

Please send me an Equitable Accumulator SAI for Separate Account No. 49 dated
October 18, 1999.

- --------------------------------------------------------------------------------
Name:

- --------------------------------------------------------------------------------
Address:

- --------------------------------------------------------------------------------
City               State     Zip



(SAI 1A(10/99))



<PAGE>

Equitable Accumulator(SM)

A combination variable and fixed deferred annuity contract

Please read and keep this prospectus for future reference. It contains important
information that you should know before purchasing or taking any other action
under your contract. Also, at the end of this prospectus you will find attached
the prospectus for EQ Advisors Trust, which contains important information about
its portfolios.

PROSPECTUS DATED OCTOBER 18, 1999
- --------------------------------------------------------------------------------


WHAT IS THE EQUITABLE ACCUMULATOR?

Equitable Accumulator is a deferred annuity contract issued by THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES. It provides for the accumulation of
retirement savings and for income. The contract offers income and death benefit
protection. It also offers a number of payout options. You invest to accumulate
value on a tax-deferred basis in one or more of our variable investment options,
fixed maturity options, or the account for special dollar cost averaging
("investment options").

  ------------------------------------------------------------------------------
  Variable investment options
  ------------------------------------------------------------------------------
  o Alliance Money Market                   o JPM Core Bond
  o Alliance High Yield                     o Lazard Large Cap Value
  o Alliance Common Stock                   o Lazard Small Cap Value
  o Alliance Aggressive Stock               o MFS Growth with Income
  o Alliance Small Cap Growth               o MFS Research
  o EQ/Alliance Premier Growth              o MFS Emerging Growth
  o BT Equity 500 Index                       Companies
  o BT Small Company Index                  o Merrill Lynch Basic Value Equity
  o BT International Equity Index           o Merrill Lynch World Strategy
  o Capital Guardian U.S. Equity            o Morgan Stanley Emerging
  o Capital Guardian Research                 Markets Equity
  o Capital Guardian International          o EQ/Putnam Growth & Income
  o EQ/Evergreen                              Value
  o EQ/Evergreen Foundation                 o EQ/Putnam Investors Growth
                                            o EQ/Putnam International Equity
  ------------------------------------------------------------------------------

  You may allocate amounts to any of the variable investment options. Each
  variable investment option is a subaccount of our Separate Account No. 49.
  Each variable investment option, in turn, invests in a corresponding
  securities portfolio of EQ Advisors Trust. Your investment results in a
  variable investment option will depend on the investment performance of the
  related portfolio.

  FIXED MATURITY OPTIONS. You may allocate amounts to one or more fixed maturity
  options. These amounts will receive a fixed rate of interest for a specified
  period. Interest is earned at a guaranteed rate set by us. We make a market
  value adjustment (up or down) if you make transfers or withdrawals from a
  fixed maturity option before its maturity date.

  ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING. This account also pays fixed
  interest at guaranteed rates.

  TYPES OF CONTRACTS. We offer the contracts for use as:

  o A nonqualified annuity ("NQ") for after-tax contributions only.

  o An individual retirement annuity ("IRA"), either traditional IRA or Roth
    IRA.

    We offer two versions of the traditional IRA: "Rollover IRA" and "Flexible
    Premium IRA." We also offer two versions of the Roth IRA: "Roth Conversion
    IRA" and "Flexible Premium Roth IRA."

  o An annuity that is an investment vehicle for a qualified defined
    contribution or defined benefit plan ("QP").

  o An Internal Revenue Code Section 403(b) Tax-Sheltered Annuity ("TSA") --
    ("Rollover TSA").

  A contribution of at least $5,000 is required to purchase an NQ, Rollover IRA,
  Roth Conversion IRA, QP, or Rollover TSA contract. For Flexible Premium IRA or
  Flexible Premium Roth IRA contracts, we require a contribution of $2,000 to
  purchase a contract.

  Registration statements relating to this offering have been filed with the
  Securities and Exchange Commission ("SEC"). The statement of additional
  information ("SAI") dated October 18, 1999 is a part of one of the
  registration statements. The SAI is available free of charge. You may request
  one by writing to our processing office or calling 1-800-789-7771. The SAI has
  been incorporated by reference into this prospectus. This prospectus and the
  SAI can also be obtained from the SEC's Web site at http://www.sec.gov. The
  table of contents for the SAI appears at the back of this prospectus.









  THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
  PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
  CRIMINAL OFFENSE. THE CONTRACTS ARE NOT INSURED BY THE FDIC OR ANY OTHER
  AGENCY. THEY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT
  BANK GUARANTEED. THEY ARE SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF
  PRINCIPAL.

<PAGE>


- --------------------------------------------------------------------------------
2  CONTENTS OF THIS PROSPECTUS
- --------------------------------------------------------------------------------


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

Contents of this prospectus


EQUITABLE ACCUMULATOR(SM)

- ------------------------------------------------------------------------
Index of key words and phrases                                         4
Who is Equitable Life?                                                 5
How to reach us                                                        6
Equitable Accumulator at a glance -- key features                      8


- ------------------------------------------------------------------------
FEE TABLE                                                             11
- ------------------------------------------------------------------------
Examples                                                              14
Condensed financial information                                       15
- ------------------------------------------------------------------------


- ------------------------------------------------------------------------
1
CONTRACT FEATURES AND BENEFITS                                       16
- ------------------------------------------------------------------------
How you can purchase and contribute to your contract                 16
Owner and annuitant requirements                                     20
How you can make your contributions                                  20
What are your investment options under the contract?                 20
Allocating your contributions                                        24
Our baseBUILDER option                                               25
Guaranteed minimum death benefit                                     28
Your right to cancel within a certain number of days                 29


- ------------------------------------------------------------------------
2
DETERMINING YOUR CONTRACT'S VALUE                                    30
- ------------------------------------------------------------------------
Your account value                                                   30
Your contract's value in the variable investment options             30
Your contract's value in the fixed maturity options                  30
Your contract's value in the account for special dollar
  cost averaging                                                     30


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

"We," "our," and "us" refer to Equitable Life.

When we address the reader of this prospectus with words such as "you" and
"your," we mean the person who has the right or responsibility that the
prospectus is discussing at that point. This is usually the contract owner.

When we use the word "contract" it also includes certificates that are issued
under group contracts in some states.
<PAGE>


- --------------------------------------------------------------------------------
                                                  CONTENTS OF THIS PROSPECTUS  3
- --------------------------------------------------------------------------------


- ------------------------------------------------------------------------
3
TRANSFERRING YOUR MONEY AMONG
     INVESTMENT OPTIONS                                               31
- ------------------------------------------------------------------------
Transferring your account value                                       31
Rebalancing your account value                                        31


- ------------------------------------------------------------------------
4
ACCESSING YOUR MONEY                                                  32
- ------------------------------------------------------------------------
Withdrawing your account value                                        32
How withdrawals are taken from your account value                     33
How withdrawals affect your guaranteed minimum
  income benefit and guaranteed minimum death
  benefit                                                             33
Loans under Rollover TSA contracts                                    34
Surrendering your contract to receive its cash value                  35
When to expect payments                                               35
Choosing your annuity payout options                                  36


- ------------------------------------------------------------------------
5
CHARGES AND EXPENSES                                                  39
- ------------------------------------------------------------------------
Charges that Equitable Life deducts                                   39
Charges that EQ Advisors Trust deducts                                41
Group or sponsored arrangements                                       41
Other distribution arrangements                                       42


- ------------------------------------------------------------------------
6
PAYMENT OF DEATH BENEFIT                                              43
- ------------------------------------------------------------------------
Your beneficiary and payment of benefit                               43
How death benefit payment is made                                     44
Beneficiary continuation option for Rollover IRA and
  Flexible Premium IRA contracts                                      44


- ------------------------------------------------------------------------
7
TAX INFORMATION                                                       46
- ------------------------------------------------------------------------
Overview                                                              46
Transfers among investment options                                    46
Taxation of nonqualified annuities                                    46
Special rules for NQ contracts issued in Puerto Rico                  47
Individual retirement arrangements (IRAs)                             48
Special rules for nonqualified contracts in qualified plans           58
Tax-Sheltered Annuity contracts (TSAs)                                58
Federal and state income tax withholding and
  information reporting                                               63
Impact of taxes to Equitable Life                                     64


- ------------------------------------------------------------------------
8
MORE INFORMATION                                                      65
- ------------------------------------------------------------------------
About our Separate Account No. 49                                     65
About EQ Advisors Trust                                               65
About our fixed maturity options                                      66
About the general account                                             67
About other methods of payment                                        67
Dates and prices at which contract events occur                       68
About your voting rights                                              69
About our year 2000 progress                                          70
About legal proceedings                                               70
About our independent accountants                                     70
Transfers of ownership, collateral assignments, loans,
  and borrowing                                                       70
Distribution of the contracts                                         71


- ------------------------------------------------------------------------
9
INVESTMENT PERFORMANCE                                                72
- ------------------------------------------------------------------------
Benchmarks                                                            72
Communicating performance data                                        81


- ------------------------------------------------------------------------
10
INCORPORATION OF CERTAIN DOCUMENTS BY
  REFERENCE                                                           83
- ------------------------------------------------------------------------


- ------------------------------------------------------------------------
APPENDICES
- ------------------------------------------------------------------------
I -- Condensed financial information                                 A-1
II -- Purchase considerations for QP contracts                       B-1
III -- Market value adjustment example                               C-1
IV -- Guaranteed minimum death benefit example                       D-1


- ------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
   TABLE OF CONTENTS
- ------------------------------------------------------------------------
<PAGE>


- --------------------------------------------------------------------------------
4  INDEX OF KEY WORDS AND PHRASES
- --------------------------------------------------------------------------------


Index of key words and phrases


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

This index should help you locate more information on the terms used in this
prospectus.

                                                               Page
    account for special dollar cost
      averaging                                                 23
    account value                                               30
    annuitant                                                   16
    annuity payout options                                      36
    baseBUILDER                                                 25
    beneficiary                                                 43
    benefit base                                                26
    business day                                                68
    cash value                                                  30
    conduit IRA                                                 52
    contract date                                               9
    contract date anniversary                                   9
    contract year                                               9
    contributions to Roth IRAs                                  55
      regular contributions                                     55
      rollover contributions                                    56
      conversion contributions                                  56
      direct custodian-to-custodian
        transfers                                               56
    contributions to traditional IRAs                           48
       regular contributions                                    49
       rollover contributions                                   51
       direct custodian-to-custodian
         transfers                                              51
    ERISA                                                       34
    fixed maturity amount                                       22
    fixed maturity options                                      22
    Flexible Premium IRA                                      cover
    Flexible Premium Roth IRA                                 cover
    guaranteed minimum death benefit                            28
    guaranteed minimum income benefit                           26
    IRA                                                         48
    IRS                                                         46
    investment options                                          20
    loan reserve account                                        35
    market adjusted amount                                      22
    market value adjustment                                     23
    maturity value                                              22
    NQ                                                          46
    participant                                                 20
    portfolio                                                 cover
    processing office                                           6
    QP                                                          58
    rate to maturity                                            22
    Required Beginning Date                                     52
    Rollover IRA                                              cover
    Rollover TSA                                              cover
    Roth Conversion IRA                                       cover
    Roth IRA                                                    55
    SAI                                                       cover
    SEC                                                       cover
    TOPS                                                        6
    TSA                                                         58
    traditional IRA                                             48
    unit                                                        30
    variable investment options                                 20


To make this prospectus easier to read, we sometimes use different words than in
the contract or supplemental materials. This is illustrated below. Although we
use different words, they have the same meaning in this prospectus as in the
contract or supplemental materials. Your registered representative can provide
further explanation about your contract.

- --------------------------------------------------------------------------------
  Prospectus                     Contract or Supplemental Materials
- --------------------------------------------------------------------------------
  fixed maturity options         Guarantee Periods (Guaranteed Fixed
                                 Interest Accounts in supplemental materials)
  variable investment options    Investment Funds
  account value                  Annuity Account Value
  rate to maturity               Guaranteed Rates
  unit                           Accumulation Unit
- --------------------------------------------------------------------------------
<PAGE>


- --------------------------------------------------------------------------------
                                                       WHO IS EQUITABLE LIFE?  5
- --------------------------------------------------------------------------------

Who is Equitable Life?


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


We are The Equitable Life Assurance Society of the United States ("Equitable
Life"), a New York stock life insurance corporation. We have been doing business
since 1859. Equitable Life is a subsidiary of AXA Financial, Inc. (previously,
The Equitable Companies Incorporated). The majority shareholder of AXA
Financial, Inc. is AXA, a French holding company for an international group of
insurance and related financial services companies. As a majority shareholder,
and under its other arrangements with Equitable Life and Equitable Life's
parent, AXA exercises significant influence over the operations and capital
structure of Equitable Life and its parent. No company other than Equitable
Life, however, has any legal responsibility to pay amounts that Equitable Life
owes under the contract.

AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$390.8 billion in assets as of June 30, 1999. For over 100 years Equitable Life
has been among the largest insurance companies in the United States. We are
licensed to sell life insurance and annuities in all fifty states, the District
of Columbia, Puerto Rico, and the U.S. Virgin Islands. Our home office is
located at 1290 Avenue of the Americas, New York, N.Y. 10104.

<PAGE>


- --------------------------------------------------------------------------------
6  WHO IS EQUITABLE LIFE?
- --------------------------------------------------------------------------------


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


HOW TO REACH US

You may communicate with our processing office as listed below for any of the
following purposes:

- --------------------------------------------------------------------------------
FOR CONTRIBUTIONS SENT BY REGULAR MAIL:
- --------------------------------------------------------------------------------
Equitable Accumulator
P.O. Box 13014
Newark, NJ 07188-0014

- --------------------------------------------------------------------------------
FOR CONTRIBUTIONS SENT BY EXPRESS DELIVERY:
- --------------------------------------------------------------------------------
Equitable Accumulator
c/o Bank One, N.A.
300 Harmon Meadow Boulevard, 3rd Floor
Attn: Box 13014
Secaucus, NJ 07094

- --------------------------------------------------------------------------------
FOR ALL OTHER COMMUNICATIONS (E.G.,
REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY REGULAR MAIL:
- --------------------------------------------------------------------------------
Equitable Accumulator
P.O. Box 1547
Secaucus, NJ 07096-1547

- --------------------------------------------------------------------------------
FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS, OR
REQUIRED NOTICES) SENT BY EXPRESS DELIVERY:
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Equitable Accumulator
200 Plaza Drive, 4th Floor
Secaucus, NJ 07094

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REPORTS WE PROVIDE:
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o    written confirmation of financial transactions;

o    statement of your contract values at the close of each calendar quarter
     (four per year); and

o    annual statement of your contract values as of the close of the contract
     year.


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TELEPHONE OPERATED PROGRAM SUPPORT
("TOPS") SYSTEM:
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TOPS is designed to provide you with up-to-date information via touch-tone
telephone. You can obtain information on:

o    your current account value;

o    your current allocation percentages;

o    the number of units you have in the variable investment options;

o    rates to maturity for the fixed maturity options; and

o    the daily unit values for the variable investment options.

You can also:

o    change your allocation percentages and/or transfer among the investment
     options; and

o    obtain or change your personal identification number (PIN).

TOPS is normally available seven days a week, 24 hours a day, by calling toll
free 1-888-909-7770. Of course, for reasons beyond our control, the service may
sometimes be unavailable.

We have established procedures to reasonably confirm that the instructions
communicated by telephone are genuine. For example, we will require certain
personal identification information before we will act on telephone instructions
and we will provide written confirmation of your transfers. We will not be
liable for following telephone instructions we reasonably believe to be genuine.

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BY INTERNET:
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You can also access information about your contract on the Internet. Please
visit our Web site at http://www.equitable.com, and click on EQAccess.
<PAGE>


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                                                       WHO IS EQUITABLE LIFE?  7
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CUSTOMER SERVICE REPRESENTATIVE:
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You may also use our toll-free number (1-800-789-7771) to speak with one of our
customer service representatives. Our customer service representatives are
available on any business day from 8:30 a.m. until 5:30 p.m., Eastern time.


You should send all contributions, notices, and requests to our processing
office at the address above.

WE REQUIRE THAT THE FOLLOWING TYPES OF COMMUNICATIONS BE ON SPECIFIC FORMS WE
PROVIDE FOR THAT PURPOSE:

(1)  authorization for telephone transfers by your registered representative;

(2)  conversion of a traditional IRA contract to a Roth Conversion IRA or
     Flexible Premium Roth IRA contract;

(3)  election of the automatic investment program;

(4)  election of the rebalancing program;

(5)  requests for loans under Rollover TSA contracts;

(6)  spousal consent for loans under Rollover TSA contracts;

(7)  contract surrender and withdrawal requests;

(8)  tax withholding election; and

(9)  election of the beneficiary continuation option.

WE ALSO HAVE SPECIFIC FORMS THAT WE RECOMMEND YOU USE FOR THE FOLLOWING TYPES OF
REQUESTS:

(1)  address changes;

(2)  beneficiary changes;

(3)  transfers between investment options; and

(4)  requests to exercise your guaranteed minimum income benefit.

TO CANCEL OR CHANGE ANY OF THE FOLLOWING WE REQUIRE WRITTEN NOTIFICATION
GENERALLY AT LEAST SEVEN CALENDAR DAYS BEFORE THE NEXT SCHEDULED TRANSACTION:

(1)  automatic investment program;

(2)  general dollar cost averaging;

(3)  rebalancing;

(4)  special dollar cost averaging;

(5)  substantially equal withdrawals;

(6)  systematic withdrawals; and

(7)  the date annuity payments are to begin.

You must sign and date all these requests. Any written request that is not on
one of our forms must include your name and your contract number along with
adequate details about the notice you wish to give or the action you wish us to
take.

SIGNATURES:

The proper person to sign forms, notices and requests would normally be the
owner. If there are joint owners both must sign.
<PAGE>


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8  EQUITABLE ACCUMULATOR AT A GLANCE -- KEY FEATURES
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Equitable Accumulator at a glance -- key features


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<TABLE>
<CAPTION>
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<S>                           <C>                            <C>
PROFESSIONAL                  Equitable Accumulator's variable investment options invest in 26 different portfolios
INVESTMENT                    managed by professional investment advisers.
MANAGEMENT
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FIXED MATURITY                o 10 fixed maturity options with maturities ranging from approximately 1 to 10 years.
OPTIONS                       o Each fixed maturity option offers a guarantee of principal and interest rate if you hold
                                it to maturity.
                              --------------------------------------------------------------------------------------------
                              If you make withdrawals or transfers from a fixed maturity option before maturity, there
                              will be a market value adjustment due to differences in interest rates. This may increase or
                              decrease any value that you have left in that fixed maturity option. If you surrender your
                              contract, a market value adjustment may also apply.
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ACCOUNT FOR SPECIAL DOLLAR    Available for dollar cost averaging all or a portion of your initial contribution.
COST AVERAGING
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TAX ADVANTAGES                o On earnings inside the       No tax on any dividends, interest or capital gains until you
                                contract                     make withdrawals from your contract or receive annuity
                                                             payments.
                              --------------------------------------------------------------------------------------------
                              o On transfers inside the      No tax on transfers among investment options.
                                contract
                              --------------------------------------------------------------------------------------------
                              If you are buying a contract to fund a retirement plan that already provides tax deferral
                              under sections of the Internal Revenue Code (IRA, QP, and Rollover TSA), you should do so
                              for the contract's features and benefits other than tax deferral. In such situations, the
                              tax deferral of the contract does not provide additional benefits.
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baseBUILDER(R)                baseBUILDER combines a guaranteed minimum income benefit with a guaranteed minimum
PROTECTION                    death benefit. This optional feature provides income protection for you while the
                              annuitant lives, as well as a death benefit for the beneficiary should the annuitant die.
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CONTRIBUTION AMOUNTS          o NQ, Rollover IRA, Roth Conversion IRA, QP, and Rollover TSA contracts
                                o Initial minimum:          $5,000
                                o Additional minimum:       $1,000
                                                            $100 monthly and $300 quarterly under our automatic
                                                            investment program (NQ contracts)
                              --------------------------------------------------------------------------------------------
                              o Flexible Premium IRA and Flexible Premium Roth IRA contracts
                                o Initial minimum:          $2,000
                                o Additional minimum:       $50 ($50 under our automatic investment program)
                              --------------------------------------------------------------------------------------------
                              Maximum contribution limitations may apply.
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</TABLE>
<PAGE>


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                             EQUITABLE ACCUMULATOR AT A GLANCE -- KEY FEATURES 9
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<TABLE>
<CAPTION>
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<S>                           <C>
ACCESS TO YOUR MONEY          o Lump sum withdrawals
                              o Several withdrawal options on a periodic basis
                              o Loans under Rollover TSA contracts
                              o Contract surrender
                              You may incur a withdrawal charge for certain withdrawals or if you surrender your contract.
                              You may also incur income tax and a tax penalty.
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PAYOUT ALTERNATIVES           o Annuity payout options
                              o Income Manager(Reg. TM) payout options
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ADDITIONAL FEATURES           o Dollar cost averaging
                              o Automatic investment program
                              o Account value rebalancing (quarterly, semiannually, and annually)
                              o Unlimited free transfers
                              o Waiver of withdrawal charge for disability, terminal illness, or confinement to a nursing
                                home
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FEES AND CHARGES              o Daily charges on amounts invested in variable investment options for mortality and expense
                                risks and administrative charges at an annual rate of 1.35%.
                              o Annual 0.30% benefit base charge for the optional baseBUILDER benefit. The benefit base is
                                described under "Contract features and benefits -- Your guaranteed minimum income benefit
                                under baseBUILDER." No additional charge if you want a guaranteed minimum death benefit
                                only.
                              o Under Flexible Premium IRA and Flexible Premium Roth IRA contracts, if your account value
                                at the end of the contract year is less than $25,000, we deduct an annual administrative
                                charge equal to $30 or during the first two contract years 2% of your account value, if
                                less. If your account value is $25,000 or more, we will not deduct the charge.
                              o No sales charge deducted at the time you make contributions.
                              o During the first seven contract years following a contribution, a charge will be deducted
                                from amounts that you withdraw that exceed 15% of your account value. We use the account
                                value on the most recent contract date anniversary to calculate the 15% amount available.
                                The charge begins at 7% in the first contract year following a contribution. It declines
                                by 1% each year to 1% in the seventh contract year. There is no withdrawal charge in the
                                eighth and later contract years following a contribution.
                              --------------------------------------------------------------------------------------------
                              The "contract date" is the effective date of a contract. This usually is the business day we
                              receive your initial contribution. Your contract date will be shown in your contract. The
                              12-month period beginning on your contract date and each 12-month period after that date is
                              a "contract year." The end of each 12-month period is your "contract date anniversary."
                              --------------------------------------------------------------------------------------------
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</TABLE>

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10  EQUITABLE ACCUMULATOR AT A GLANCE -- KEY FEATURES
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<TABLE>
<CAPTION>
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<S>                           <C>
 FEES AND                     o We deduct a charge for taxes such as premium taxes that may be imposed in your state. This
 CHARGES (CONTINUED)            charge is generally deducted from the amount applied to an annuity payout option.
                              o We generally deduct a $350 annuity administrative fee from amounts applied to purchase
                                certain life annuity payout options.
                              o Annual expenses of EQ Advisors Trust portfolios are calculated as a percentage of the
                                average daily net assets invested in each portfolio. These expenses include management
                                fees ranging from 0.25% to 1.15% annually, 12b-1 fees of 0.25% annually, and other
                                expenses.
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ANNUITANT ISSUE AGES          NQ: 0-83
                              Rollover IRA, Roth Conversion IRA, Flexible Premium Roth IRA, and Rollover TSA: 20-83
                              Flexible Premium IRA: 20-70
                              QP: 20-75
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</TABLE>

THE ABOVE IS NOT A COMPLETE DESCRIPTION OF ALL MATERIAL PROVISIONS OF THE
CONTRACT. IN SOME CASES RESTRICTIONS OR EXCEPTIONS APPLY. ALSO, ALL FEATURES OF
THE CONTRACT ARE NOT NECESSARILY AVAILABLE IN YOUR STATE OR AT CERTAIN AGES.

For more detailed information we urge you to read the contents of this
prospectus, as well as your contract. Please feel free to speak with your
registered representative, or call us, if you have any questions.
<PAGE>


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                                                                   FEE TABLE  11
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Fee table


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The fee table below will help you understand the various charges and expenses
that apply to your contract. The table reflects charges you will directly incur
under the contract, as well as charges and expenses of the portfolios that you
will bear indirectly. Charges for taxes, such as premium taxes, may also apply.
Also, an annuity administrative fee may apply when your annuity payments are to
begin. Each of the charges and expenses is more fully described under "Charges
and expenses" later in this prospectus. For a complete description of portfolio
charges and expenses, please see the attached prospectus for EQ Advisors Trust.

The fixed maturity options and the account for special dollar cost averaging are
not covered by the fee table and examples. However, the annual administrative
charge and the withdrawal charge do apply to the fixed maturity options and the
account for special dollar cost averaging. A market value adjustment (up or
down) may apply as a result of a withdrawal, transfer, or surrender of amounts
from a fixed maturity option.

<TABLE>
<CAPTION>
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  <S>                                                                           <C>
  CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS
  EXPRESSED AS AN ANNUAL PERCENTAGE OF DAILY NET ASSETS
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  Mortality and expense risks(1)                                                1.10%
  Administrative(2)                                                             0.25%
  Total annual expenses                                                         1.35%
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  FLEXIBLE PREMIUM IRA AND FLEXIBLE PREMIUM ROTH IRA CONTRACTS
  ONLY: CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH
  CONTRACT DATE ANNIVERSARY
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  Maximum annual administrative charge(3)
   If your account value on a contract date anniversary is less than $25,000     $30
   If your account value on a contract date anniversary is $25,000 or more        $0
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  CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE AT THE TIME YOU
  REQUEST CERTAIN TRANSACTIONS
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  WITHDRAWAL CHARGE AS A PERCENTAGE OF CONTRIBUTIONS (deducted if                Contract
  you surrender  your contract or make certain                                   year
  withdrawals. The withdrawal charge percentage we use is                        1...................... 7.00%
  determined by the contract year in which you make the                          2...................... 6.00%
  withdrawal or surrender your contract. For each                                3...................... 5.00%
  contribution, we consider the contract year in which we receive                4...................... 4.00%
  that  contribution to be "contract year 1")(4)                                 5...................... 3.00%
                                                                                 6...................... 2.00%
                                                                                 7...................... 1.00%
                                                                                 8+......................0.00%




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  CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE EACH YEAR IF YOU ELECT THE
  OPTIONAL BENEFIT
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  BASEBUILDER BENEFITS CHARGE (calculated as a percentage of the benefit base.
  Deducted annually on each contract date anniversary)(5)                       0.30%
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</TABLE>
<PAGE>


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12  FEE TABLE
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EQ ADVISORS TRUST ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS IN EACH PORTFOLIO)


<TABLE>
<CAPTION>
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                                                                                         TOTAL
                                                                      OTHER             ANNUAL
                                                                     EXPENSES          EXPENSES
                                         MANAGEMENT               (AFTER EXPENSE    (AFTER EXPENSE
                                           FEES(6)  12B-1FEES(7)   LIMITATION(8)     LIMITATION(9)
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<S>                                        <C>        <C>              <C>             <C>
Alliance Money Market                      0.35%      0.25%            0.03%           0.63%
Alliance High Yield                        0.60%      0.25%            0.04%           0.89%
Alliance Common Stock                      0.36%      0.25%            0.04%           0.65%
Alliance Aggressive Stock                  0.54%      0.25%            0.04%           0.83%
Alliance Small Cap Growth                  0.90%      0.25%            0.06%           1.21%
EQ/Alliance Premier Growth                 0.90%      0.25%            0.00%           1.15%
BT Equity 500 Index                        0.25%      0.25%            0.05%           0.55%
BT Small Company Index                     0.25%      0.25%            0.25%           0.75%
BT International Equity Index              0.35%      0.25%            0.40%           1.00%
Capital Guardian U.S. Equity               0.65%      0.25%            0.05%           0.95%
Capital Guardian Research                  0.65%      0.25%            0.05%           0.95%
Capital Guardian International             0.75%      0.25%            0.20%           1.20%
EQ/Evergreen                               0.75%      0.25%            0.05%           1.05%
EQ/Evergreen Foundation                    0.63%      0.25%            0.07%           0.95%
JPM Core Bond                              0.45%      0.25%            0.10%           0.80%
Lazard Large Cap Value                     0.55%      0.25%            0.15%           0.95%
Lazard Small Cap Value                     0.80%      0.25%            0.15%           1.20%
MFS Growth with Income                     0.55%      0.25%            0.05%           0.85%
MFS Research                               0.55%      0.25%            0.05%           0.85%
MFS Emerging Growth Companies              0.55%      0.25%            0.05%           0.85%
Merrill Lynch Basic Value Equity           0.55%      0.25%            0.05%           0.85%
Merrill Lynch World Strategy               0.70%      0.25%            0.25%           1.20%
Morgan Stanley Emerging Markets Equity     1.15%      0.25%            0.35%           1.75%
EQ/Putnam Growth & Income Value            0.55%      0.25%            0.05%           0.85%
EQ/Putnam Investors Growth                 0.55%      0.25%            0.15%           0.95%
EQ/Putnam International Equity             0.70%      0.25%            0.25%           1.20%
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</TABLE>

- ---------------------
Notes:

(1)  A portion of this charge is for providing the guaranteed minimum death
     benefit.
(2)  We reserve the right to increase this charge to a maximum annual rate of
     0.35%.
(3)  For Flexible Premium IRA and Flexible Premium Roth IRA contracts, during
     the first two contract years this charge is equal to the lesser of $30 or
     2% of your account value if it applies. Thereafter, the charge is $30 for
     each contract year.
(4)  Deducted upon a withdrawal of amounts in excess of the 15% free withdrawal
     amount and upon surrender of a contract.
(5)  The benefit base is described under "Contract features and benefits - Your
     guaranteed minimum income benefit under baseBUILDER."
<PAGE>


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                                                                   FEE TABLE  13
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(6)  The management fees or the maximum management fees, if a maximum applies,
     for each portfolio cannot be increased without a vote of that portfolio's
     shareholders.

(7)  Portfolio shares are all subject to fees imposed under the distribution
     plan (the "Rule 12b-1 Plan") adopted by EQ Advisors Trust pursuant to Rule
     12b-1 under the Investment Company Act of 1940. The 12b-1 fee will not be
     increased for the life of the contracts. Prior to October 18, 1999, the
     total annual expenses for the Alliance Small Cap Growth portfolio were
     limited to 1.20% under an expense limitation arrangement related to that
     portfolio's Rule 12b-1 Plan. The arrangement is no longer in effect. The
     amounts shown have been restated to reflect the expenses that would have
     been incurred in 1998, absent the expense limitation agreement.

(8)  The amounts shown as "Other Expenses" will fluctuate from year to year
     depending on actual expenses. See footnote (9) for any expense limitation
     agreements.

     On October 18, 1999, the Alliance portfolios (other than EQ/Alliance
     Premier Growth) became part of the portfolios of EQ Advisors Trust. The
     "Other Expenses" for these portfolios have been restated to reflect the
     estimated expenses that would have been incurred had these portfolios been
     portfolios of EQ Advisors Trust for the year ended December 31, 1998. The
     restated expenses reflect an increase of 0.01%.

(9)  Equitable Life, EQ Advisors Trust's manager, has entered into an expense
     limitation agreement with respect to certain portfolios. Under this
     agreement Equitable Life has agreed to waive or limit its fees and assume
     other expenses. Under the expense limitation agreement, total annual
     operating expenses of certain portfolios (other than interest, taxes,
     brokerage commissions, capitalized expenditures, extraordinary expenses,
     and 12b-1 fees) are limited as a percentage of the average daily net assets
     of the following portfolios: 0.90% for EQ/Alliance Premier Growth; 0.30%
     for BT Equity 500 Index; 0.50% for BT Small Company Index; 0.75% for BT
     International Equity Index; 0.70% for Capital Guardian U.S. Equity and
     Capital Guardian Research; 0.95% for Capital Guardian International; 0.80%
     for EQ/Evergreen; 0.70% for EQ/Evergreen Foundation; 0.55% for JPM Core
     Bond; 0.70% for Lazard Large Cap Value; 0.95% for Lazard Small Cap Value;
     0.60% for MFS Growth with Income, MFS Research, MFS Emerging Growth
     Companies, and Merrill Lynch Basic Value Equity; 0.95% for Merrill Lynch
     World Strategy; 1.50% for Morgan Stanley Emerging Markets Equity; 0.60% for
     EQ/Putnam Growth & Income Value; 0.70% for EQ/Putnam Investors Growth;
     0.95% for EQ/Putnam International Equity. The expenses shown for the BT
     International Equity Index, BT Small Company Index, EQ/Putnam Investors
     Growth, and Lazard Large Cap Value portfolios reflect an increase effective
     on May 1, 1999.

     Absent the expense limitation, the "Other Expenses" for 1998 on an
     annualized basis for each of the portfolios would have been as follows:
     0.33% for BT Equity 500 Index; 1.31% for BT Small Company Index; 0.89% for
     BT International Equity Index; 0.33% for JPM Core Bond; 0.40% for Lazard
     Large Cap Value; 0.49% for Lazard Small Cap Value; 0.25% for MFS Research;
     0.24% for MFS Emerging Growth Companies; 0.26% for Merrill Lynch Basic
     Value Equity; 0.66% for Merrill Lynch World Strategy; 1.23% for Morgan
     Stanley Emerging Markets Equity; 0.24% for EQ/Putnam Growth & Income Value;
     0.29% for EQ/Putnam Investors Growth; 0.51% for EQ/Putnam International
     Equity. For the following portfolios, the "Other Expenses" for 1999, absent
     the expense limitation, are estimated to be as follows: 0.74% for
     EQ/Alliance Premier Growth, Capital Guardian U.S. Equity, and Capital
     Guardian Research; 1.03% for Capital Guardian International; 0.76% for
     EQ/Evergreen; 0.86% for EQ/Evergreen Foundation; and 0.59% for MFS Growth
     with Income. Initial seed capital was invested on December 31, 1998 for the
     EQ/Evergreen, EQ/Evergreen Foundation, and MFS Growth with Income
     portfolios and April 30, 1999 for the EQ/Alliance Premier Growth, Capital
     Guardian U.S. Equity, Capital Guardian Research, and Capital Guardian
     International portfolios and therefore expenses have been estimated.

     Each portfolio may at a later date make a reimbursement to Equitable Life
     for any of the management fees waived or limited and other expenses assumed
     and paid by Equitable Life pursuant to the expense limitation agreement
     provided that, among other things, such portfolio has reached sufficient
     size to permit such reimbursement to be made and provided that the
     portfolio's current annual operating expenses do not exceed the operating
     expense limit determined for such portfolio. For more information see the
     prospectus for EQ Advisors Trust.
<PAGE>


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14  FEE TABLE
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EXAMPLES

The examples below show the expenses that a hypothetical contract owner (who has
purchased a Flexible Premium IRA or Flexible Premium Roth IRA contract and
elected baseBUILDER) would pay in the situations illustrated. We assume that a
$1,000 contribution is invested in one of the variable investment options listed
and a 5% annual return is earned on the assets in that option.(1) Since the
annual administrative charge only applies under Flexible Premium IRA and
Flexible Premium Roth IRA contracts, the charges shown in the examples would be
lower for NQ, Rollover IRA, Roth Conversion IRA, QP, and Rollover TSA contracts.

These examples should not be considered a representation of past or future
expenses for each option. Actual expenses may be greater or less than those
shown. Similarly, the annual rate of return assumed in the examples is not an
estimate or guarantee of future investment performance.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                                              IF YOU SURRENDER YOUR CONTRACT AT THE END
                                                  OF EACH PERIOD SHOWN, THE EXPENSES
                                                                WOULD BE:
                                            -------------------------------------------
                                            1 YEAR     3 YEARS    5 YEARS     10 YEARS
- ---------------------------------------------------------------------------------------
<S>                                         <C>        <C>        <C>         <C>
Alliance Money Market                      $ 93.10     $127.18    $163.89     $288.24
Alliance High Yield                        $ 95.68     $134.92    $176.80     $313.95
Alliance Common Stock                      $ 93.29     $127.77    $164.88     $290.23
Alliance Aggressive Stock                  $ 95.08     $133.14    $173.83     $308.07
Alliance Small Cap Growth                  $ 98.86     $144.42    $192.53     $344.77
EQ/Alliance Premier Growth                 $ 98.26     $142.63      --          --
BT Equity 500 Index                        $ 92.30     $124.78    $159.88     $280.19
BT Small Company Index                     $ 94.29     $130.75    $169.85     $300.17
BT International Equity Index              $ 96.77     $138.19    $182.22     $324.65
Capital Guardian U.S. Equity               $ 96.27     $136.71      --          --
Capital Guardian Research                  $ 96.27     $136.71      --          --
Capital Guardian International             $ 98.76     $144.12      --          --
EQ/Evergreen                               $ 97.27     $139.68      --          --
EQ/Evergreen Foundation                    $ 96.27     $136.71      --          --
JPM Core Bond                              $ 94.78     $132.24    $172.34     $305.12
Lazard Large Cap Value                     $ 96.27     $136.71    $179.76     $319.80
Lazard Small Cap Value                     $ 98.76     $144.12    $192.03     $343.81
MFS Growth with Income                     $ 95.28     $133.74      --          --
MFS Research                               $ 95.28     $133.74    $174.83     $310.05
MFS Emerging Growth Companies              $ 95.28     $133.74    $174.83     $310.05
Merrill Lynch Basic Value Equity           $ 95.28     $133.74    $174.83     $310.05
Merrill Lynch World Strategy               $ 98.76     $144.12    $192.03     $343.81
Morgan Stanley Emerging Markets Equity     $104.22     $160.29    $218.58     $394.59
EQ/Putnam Growth & Income Value            $ 95.28     $133.74    $174.83     $310.05
EQ/Putnam Investors Growth                 $ 96.27     $136.71    $179.76     $319.80
EQ/Putnam International Equity             $ 98.76     $144.12    $192.03     $343.81
- ---------------------------------------------------------------------------------------


- ---------------------------------------------------------------------------------------
                                              IF YOU SURRENDER YOUR CONTRACT AT THE END
                                                  OF EACH PERIOD SHOWN, THE EXPENSES
                                                                WOULD BE:
                                            -------------------------------------------
                                            1 YEAR     3 YEARS    5 YEARS     10 YEARS
- ---------------------------------------------------------------------------------------
<S>                                         <C>        <C>        <C>         <C>

Alliance Money Market                       $26.25     $ 80.65    $137.72     $293.13
Alliance High Yield                         $28.83     $ 88.40    $150.63     $318.85
Alliance Common Stock                       $26.44     $ 81.23    $138.70     $295.11
Alliance Aggressive Stock                   $28.23     $ 86.60    $147.65     $312.96
Alliance Small Cap Growth                   $32.01     $ 97.88    $166.34     $349.63
EQ/Alliance Premier Growth                  $31.41     $ 96.11       --        --
BT Equity 500 Index                         $25.45     $ 78.25    $133.71     $285.07
BT Small Company Index                      $27.44     $ 84.23    $143.69     $305.09
BT International Equity Index               $29.92     $ 91.66    $156.05     $329.53
Capital Guardian U.S. Equity                $29.42     $ 90.17       --        --
Capital Guardian Research                   $29.42     $ 90.17       --        --
Capital Guardian International              $31.91     $ 97.59       --        --
EQ/Evergreen                                $30.42     $ 93.15       --        --
EQ/Evergreen Foundation                     $29.42     $ 90.17       --        --
JPM Core Bond                               $27.93     $ 85.72    $146.17     $310.01
Lazard Large Cap Value                      $29.42     $ 90.17    $153.58     $324.68
Lazard Small Cap Value                      $31.91     $ 97.59    $165.86     $348.69
MFS Growth with Income                      $28.43     $ 87.20       --        --
MFS Research                                $28.43     $ 87.20    $148.64     $314.93
MFS Emerging Growth Companies               $28.43     $ 87.20    $148.64     $314.93
Merrill Lynch Basic Value Equity            $28.43     $ 87.20    $148.64     $314.93
Merrill Lynch World Strategy                $31.91     $ 97.59    $165.86     $348.69
Morgan Stanley Emerging Markets Equity      $37.37     $113.76    $192.41     $399.49
EQ/Putnam Growth & Income Value             $28.43     $ 87.20    $148.64     $314.93
EQ/Putnam Investors Growth                  $29.42     $ 90.17    $153.58     $324.68
EQ/Putnam International Equity              $31.91     $ 97.59    $165.86     $348.69
- ---------------------------------------------------------------------------------------
</TABLE>

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

(1)  The amount accumulated from the $1,000 contribution could not be paid in
     the form of an annuity payout option at the end of any of the periods shown
     in the examples. This is because if the amount applied to purchase an
     annuity payout option is less than $2,000, or the initial payment is less
     than $20, we may pay the amount to you in a single sum instead of payments
     under an annuity payout option. See "Accessing your money."

<PAGE>

- --------------------------------------------------------------------------------
                                                                   FEE TABLE  15
- --------------------------------------------------------------------------------


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


IF YOU ELECT AN ANNUITY PAYOUT OPTION:

Assuming an annuity payout option could be issued (see note (1) above), and you
elect a life annuity payout option, the expenses shown in the example for "if
you do not surrender your contract" would, in each case, be increased by $4.43
based on the average amount applied to annuity payout options in 1998. See
"Annuity administrative fee" under "Charges and expenses."

CONDENSED FINANCIAL INFORMATION

Please see Appendix I at the end of this prospectus for the unit values and the
number of units outstanding as of the end of the periods shown for each of the
variable investment options available as of December 31, 1998.

<PAGE>


- --------------------------------------------------------------------------------
16  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
1
Contract features and benefits


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


HOW YOU CAN PURCHASE AND CONTRIBUTE TO YOUR CONTRACT

You may purchase a contract by making payments to us that we call
"contributions." We require a minimum contribution amount for each type of
contract purchased. The following table summarizes our rules regarding
contributions to your contract. All ages in the table refer to the age of the
annuitant named in the contract.

- --------------------------------------------------------------------------------
The "annuitant" is the person who is the measuring life for determining contract
benefits. The annuitant is not necessarily the contract owner.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
              AVAILABLE
CONTRACT      FOR ANNUITANT   MINIMUM                                                           LIMITATIONS ON
TYPE          ISSUE AGES      CONTRIBUTIONS                         SOURCE OF CONTRIBUTIONS     CONTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------
<S>          <C>              <C>                                   <C>                         <C>
NQ           0 through 83     o $5,000 (initial)                    o After-tax money.          o No additional
                              o $1,000 (additional)                 o Paid to us by check or      contributions after
                                                                      transfer of contract        age 84.
                                                                      value in a tax-deferred
                                                                      exchange under Section
                                                                      1035 of the Internal
                                                                      Revenue Code.
- ------------------------------------------------------------------------------------------------------------------------
  Flexible     20 through 70  o $2,000 (initial)                    o  "Regular" traditional    o No regular IRA
  Premium IRA                 o $50 (additional after                  IRA contributions.         contributions in the
                                the first contract year)            o  Rollovers from a           calendar year you turn
                                                                       qualified plan.            age 70 1/2 and
                                                                    o  Rollovers from a TSA.      thereafter.
                                                                    o  Rollovers from another   o Total regular
                                                                       traditional individual     contributions may
                                                                       retirement arrangement.    exceed $2,000 for a
                                                                    o  Direct custodian-          year.
                                                                       to-custodian transfers   o No additional rollover
                                                                       from another               or direct transfer
                                                                       traditional individual     contributions after
                                                                       retirement arrangement.    age 71.
                                                                                                o Rollover and direct
                                                                                                  transfer contributions
                                                                                                  after age 70 1/2 be
                                                                                                  net of required
                                                                                                  minimum distributions.
                              Although we accept rollover and direct transfer contributions under the Flexible Premium
                              IRA contract, we intend that this contract be used for ongoing regular contributions.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  17
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
              AVAILABLE
CONTRACT      FOR ANNUITANT   MINIMUM                                                           LIMITATIONS ON
TYPE          ISSUE AGES      CONTRIBUTIONS                         SOURCE OF CONTRIBUTIONS     CONTRIBUTIONS
- ------------------------------------------------------------------------------------------------------------------------
<S>           <C>              <C>                                 <C>                         <C>
Rollover IRA  20 through 83    o  $5,000 (initial)                 o Rollovers from a          o No rollover or direct
                                                                     qualified plan.             transfer contributions
                               o  $1,000 (additional)              o Rollovers from a TSA.       after age 84.
                                                                   o Rollovers from another    o Contributions after
                                                                     traditional individual      age 7 1/2 must be net
                                                                     retirement                  of required minimum
                                                                     arrangement.                distributions.
                                                                   o Direct                    o Regular IRA
                                                                     custodian-to-custodian      contributions are not
                                                                     transfers from another      permitted.
                                                                     traditional individual
                                                                     retirement arrangement.
                              Only rollover and direct transfer contributions are permitted under the Rollover IRA
                              contract.
- ------------------------------------------------------------------------------------------------------------------------
Flexible       20 through 83  o $2,000 (initial)                   o Regular after-tax         o No additional regular
Premium Roth                                                         contributions.              after-tax contributions
IRA                           o $50 (additional after                                            after age 84.
                                the first contract year)           o Rollovers from another    o No additional rollover
                                                                     Roth IRA.                   or direct transfer
                                                                   o Conversion rollovers        contributions after
                                                                     from a traditional IRA.     age 84.
                                                                   o Direct transfers from     o Contributions are
                                                                     another Roth IRA.           subject to income limits
                                                                                                 and other tax rules. See
                                                                                                 "Tax information--
                                                                                                 Contributions to
                                                                                                 Roth IRAs.".

                              Although we accept rollover and direct transfer contributions under the Flexible Premium
                              Roth IRA contract, we intend that this contract be used for ongoing regular contributions.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
18  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                 AVAILABLE
CONTRACT         FOR ANNUITANT   MINIMUM                                               LIMITATIONS ON
TYPE             ISSUE AGES      CONTRIBUTIONS             SOURCE OF CONTRIBUTIONS     CONTRIBUTIONS
- --------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>                       <C>                         <C>
Roth             20 through 83   o $5,000 (initial)        o Rollovers from another    o No additional rollover
Conversion IRA                   o $1,000 (additional)       Roth IRA.                   or direct transfer
                                                           o Conversion rollovers        contributions after
                                                             from a traditional IRA.     age 84.
                                                           o Direct transfers from     o Conversion rollovers
                                                             another Roth IRA.            after age 70 1/2 must be
                                                                                          net of required
                                                                                          minimum distributions
                                                                                          for the traditional IRA
                                                                                          you are rolling over.
                                                                                        o You cannot roll over
                                                                                          funds from a traditional
                                                                                          IRA if your adjusted
                                                                                          gross income is
                                                                                          $100,000 or more.
                                                                                        o Regular after-tax
                                                                                          contributions are
                                                                                          not permitted.
                                 Only rollover and direct transfer contributions are permitted under the Roth
                                 Conversion IRA contract.
- --------------------------------------------------------------------------------------------------------------------
QP               20 through 75   $5,000 (initial)          o Only transfer              o Regular ongoing
                                 $1,000 (additional)         contributions from an        payroll contributions
                                                             existing qualified plan      are not permitted.
                                                             trust as a change of       o No additional transfer
                                                             investment vehicle           contributions after
                                                             under the plan.              age 76.
                                                           o The plan must be           o For defined benefit
                                                             qualified under Section      plans, employee
                                                             401(a) of the Internal       contributions are not
                                                             Revenue Code.                permitted.
                                                           o For 401(k) plans,          o Contributions after age
                                                             transferred                  70 1/2 must be net of
                                                             contributions may only       any required minimum
                                                             include employee             distributions.
                                                             pre-tax contributions.
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  19
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                 AVAILABLE
CONTRACT         FOR ANNUITANT   MINIMUM                                               LIMITATIONS ON
TYPE             ISSUE AGES      CONTRIBUTIONS             SOURCE OF CONTRIBUTIONS     CONTRIBUTIONS
- --------------------------------------------------------------------------------------------------------------------
<S>              <C>             <C>                       <C>                         <C>
Rollover TSA     20 through 83   $5,000 (initial)          o Rollovers from another    o No additional rollover
                                                             TSA contract or             or direct transfer
                                 $1,000 (additional)         arrangement.                contributions after
                                                                                         age 84.
                                                           o Rollovers from a
                                                             traditional IRA which      o Contributions after age
                                                             was a "conduit" for          70 1/2 must be net of
                                                             TSA funds previously         required minimum
                                                             rolled over.                 distributions.

                                                           o Direct transfers from
                                                             another contract or
                                                             arrangement under
                                                             Section 403(b) of the
                                                             Internal Revenue Code,
                                                             complying with IRS
                                                             Revenue Ruling 90-24.
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

See "Tax information" for a more detailed discussion of sources of contributions
and certain contribution limitations. We may refuse to accept any contribution
if the sum of all contributions under all Equitable Accumulator contracts with
the same annuitant would then total more than $1,500,000. We reserve the right
to limit aggregate contributions made after the first contract year to 150% of
first-year contributions. We may also refuse to accept any contribution if the
sum of all contributions under all Equitable Life annuity accumulation contracts
that you own would then total more than $2,500,000.

For information on when contributions are credited under your contract see
"Dates and prices at which contract events occur" under "More information" later
in this prospectus.

<PAGE>

- --------------------------------------------------------------------------------
20  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


OWNER AND ANNUITANT REQUIREMENTS

Under NQ contracts, the annuitant can be different than the owner. A joint
owner may also be named. Only natural persons can be joint owners. This means
that an entity such as a corporation cannot be a joint owner.

Under all IRA and Rollover TSA contracts, the owner and annuitant must be the
same person.

Under QP contracts, the owner must be the trustee of the qualified plan and
the annuitant must be the plan participant/employee. See Appendix II for more
information on QP contracts.

- --------------------------------------------------------------------------------
A participant is an individual who is currently, or was formerly, participating
in an eligible employer's QP or TSA plan.
- --------------------------------------------------------------------------------

HOW YOU CAN MAKE YOUR CONTRIBUTIONS

Except as noted below, contributions must be by check drawn on a U.S. bank, in
U.S. dollars, and made payable to Equitable Life. We do not accept third-party
checks endorsed to us except for rollover contributions, tax-free exchanges or
trustee checks that involve no refund. All checks are subject to our ability
to collect the funds. We reserve the right to reject a payment if it is
received in an unacceptable form.

For your convenience, we will accept initial and additional contributions by
wire transmittal from certain broker-dealers who have agreements with us for
this purpose. Additional contributions may also be made under our automatic
investment program. These methods of payment are discussed in detail under
"More information" later in this prospectus.

Your initial contribution must generally be accompanied by an application and
any other form we need to process the payments. If any information is missing
or unclear, we will try to obtain that information. If we are unable to obtain
all of the information we require within five business days after we receive
an incomplete application or form, we will inform the registered
representative submitting the application on your behalf. We will then return
the contribution to you unless you specifically direct us to keep your
contribution until we receive the required information.

- --------------------------------------------------------------------------------
Our "business day" is any day the New York Stock Exchange is open for trading.
- --------------------------------------------------------------------------------

SECTION 1035 EXCHANGES

You may apply the value of an existing nonqualified deferred annuity contract
(or life insurance or endowment contract) to purchase an Equitable Accumulator
NQ contract in a tax-free exchange if you follow certain procedures as shown
in the form that we require you to use. Also see "Tax information" later in
this prospectus.

WHAT ARE YOUR INVESTMENT OPTIONS UNDER THE CONTRACT?

Your investment options are the variable investment options, the fixed
maturity options, and the account for special dollar cost averaging.

VARIABLE INVESTMENT OPTIONS

Your investment results in any one of the 26 variable investment options will
depend on the investment performance of the underlying portfolios. Listed
below are the currently available portfolios, their investment objectives, and
their advisers.

- --------------------------------------------------------------------------------
You can choose from among 26 variable investment options.
- --------------------------------------------------------------------------------

<PAGE>


- -------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  21
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
PORTFOLIOS OF EQ ADVISORS TRUST
- ---------------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME                    OBJECTIVE                                         ADVISER
- ---------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                               <C>
                                  High level of current income while preserving
Alliance Money Market             assets and maintaining liquidity                  Alliance Capital Management L.P.
- ---------------------------------------------------------------------------------------------------------------------------
                                  High return by maximizing current income and,
                                  to the extent consistent with that objective,
Alliance High Yield               capital appreciation                              Alliance Capital Management L.P.
- ---------------------------------------------------------------------------------------------------------------------------
                                  Long-term growth of capital and increasing
Alliance Common Stock             income                                            Alliance Capital Management L.P.
- ---------------------------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock         Long-term growth of capital                       Alliance Capital Management L.P.
- ---------------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth         Long-term growth of capital                       Alliance Capital Management L.P.
- ---------------------------------------------------------------------------------------------------------------------------
EQ/Alliance Premier Growth        Long-term growth of capital                       Alliance Capital Management L.P.
- ---------------------------------------------------------------------------------------------------------------------------
                                  Replicate as closely as possible (before
                                  deduction of portfolio expenses) the total
                                  return of the Standard & Poor's 500 Composite
                                  Stock
BT Equity 500 Index               Price Index                                       Bankers Trust Company
- ---------------------------------------------------------------------------------------------------------------------------
                                  Replicate as closely as possible (before
                                  deduction of portfolio expenses) the total return
BT Small Company Index            of the Russell 2000 Index                         Bankers Trust Company
- ---------------------------------------------------------------------------------------------------------------------------
                                  Replicate as closely as possible (before
                                  deduction of portfolio expenses) the total return
                                  of the Morgan Stanley Capital International
BT International Equity Index     Europe, Australia, Far East Index                 Bankers Trust Company
- ---------------------------------------------------------------------------------------------------------------------------
Capital Guardian U.S. Equity      Long-term growth of capital                       Capital Guardian Trust Company
- ---------------------------------------------------------------------------------------------------------------------------
Capital Guardian Research         Long-term growth of capital                       Capital Guardian Trust Company
- ---------------------------------------------------------------------------------------------------------------------------
                                  Long-term growth of capital by investing
Capital Guardian International    primarily in non-United States equity securities  Capital Guardian Trust Company
- ---------------------------------------------------------------------------------------------------------------------------
EQ/Evergreen                      Capital appreciation                              Evergreen Asset Management Corp.
- ---------------------------------------------------------------------------------------------------------------------------
                                  In order of priority, reasonable income,
EQ/Evergreen Foundation           conservation of capital, and capital appreciation Evergreen Asset Management Corp.
- ---------------------------------------------------------------------------------------------------------------------------
                                  High total return consistent with moderate risk
JPM Core Bond                     of capital and maintenance of liquidity           J. P. Morgan Investment Management Inc.
- ---------------------------------------------------------------------------------------------------------------------------
Lazard Large Cap Value            Capital appreciation                              Lazard Asset Management
- ---------------------------------------------------------------------------------------------------------------------------
Lazard Small Cap Value            Capital appreciation                              Lazard Asset Management
- ---------------------------------------------------------------------------------------------------------------------------
                                  Reasonable current income and long-term
MFS Growth with Income            growth of capital and income                      Massachusetts Financial Services Company
- ---------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>


- --------------------------------------------------------------------------------
22  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
PORTFOLIOS OF EQ ADVISORS TRUST (CONTINUED)
- ---------------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME                    OBJECTIVE                                         ADVISER
- ---------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                               <C>
MFS Research                       Long-term growth of capital and future income   Massachusetts Financial Services Company
- ---------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth                Long-term capital growth                        Massachusetts Financial Services Company
  Companies
- ---------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Equity   Capital appreciation and secondarily, income    Merrill Lynch Asset Management, L.P.
- ---------------------------------------------------------------------------------------------------------------------------
Merrill Lynch World Strategy       High total investment return                    Merrill Lynch Asset Management, L.P.
- ---------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging            Long-term capital appreciation                  Morgan Stanley Asset Management
  Markets Equity
- ---------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income          Capital growth, current income is a secondary   Putnam Investment Management, Inc.
  Value                            objective
- ---------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Investors Growth         Long-term growth of capital and any increased   Putnam Investment Management, Inc.
                                   income that results from this growth
- ---------------------------------------------------------------------------------------------------------------------------
EQ/Putnam International Equity     Capital appreciation                            Putnam Investment Management, Inc.
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Other important information about the portfolios is included in the prospectus
for EQ Advisors Trust attached at the end of this prospectus.

FIXED MATURITY OPTIONS

We offer fixed maturity options with maturity dates ranging from one to ten
years. You can allocate your contributions to one or more of these fixed
maturity options. These amounts become part of our general account assets.
They will accumulate interest at the "rate to maturity" for each fixed
maturity option. The total amount you allocate to and accumulate in each fixed
maturity option is called the "fixed maturity amount." The fixed maturity
options are not available in contracts issued in Maryland.

- -------------------------------------------------------------------------------
Fixed maturity options range from one to ten years to maturity.
- -------------------------------------------------------------------------------

The rate to maturity you will receive for each fixed maturity option is the
rate to maturity in effect for new contributions allocated to that fixed
maturity option on the date we apply your contribution. This rate will never
be less than 3%. If you make any withdrawals or transfers from a fixed
maturity option before the maturity date, we will make a "market value
adjustment" that may increase or decrease any fixed maturity amount you have
left in that fixed maturity option. We will discuss the market value
adjustment below and in greater detail later in this prospectus under "More
information."

On the maturity date of a fixed maturity option your fixed maturity amount,
assuming you have not made any withdrawals or transfers, will equal your
contribution to that fixed maturity option plus interest, at the rate to
maturity for that contribution, to the date of the calculation. This is the
fixed maturity option's "maturity value." Before maturity, the current value
we will report for your fixed maturity amounts will reflect a market value
adjustment. Your current value will reflect the market value adjustment that
we would make if you were to withdraw all of your fixed maturity amounts on
the date of the report. We call this your "market adjusted amount."

<PAGE>


- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  23
- --------------------------------------------------------------------------------


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


FIXED MATURITY OPTIONS AND MATURITY DATES. We currently offer fixed maturity
options ending on February 15th for each of the maturity years 2000 through
2009. Not all of these fixed maturity options will be available for annuitant
ages 76 and older. See "Allocating your contributions" below. As fixed
maturity options expire, we expect to add maturity years so that generally 10
fixed maturity options are available at any time.

We will not accept allocations to a fixed maturity option if on the date the
contribution is to be applied:

o  the fixed maturity option's maturity date is within the current calendar
   year; or

o  the rate to maturity is 3%; or

o  for annuitants ages 76 or older, the fixed maturity option's maturity date
   is later than the February 15th immediately following the date annuity
   payments are to begin.

YOUR CHOICES AT THE MATURITY DATE. We will notify you on or before December
31st of the year before each of your fixed maturity options is scheduled to
mature. At that time, you may choose to have one of the following take place
on the maturity date, as long as none of the conditions listed above or in
"Allocating your contributions," below would apply:

(a) transfer the maturity value into another available fixed maturity option
    or into any of the variable investment options; or

(b) withdraw the maturity value (there may be a withdrawal charge).

If we do not receive your choice on or before the fixed maturity option's
maturity date, we will automatically transfer your maturity value into the
fixed maturity option that will mature next.

MARKET VALUE ADJUSTMENT. If you make any withdrawals (including transfers,
surrender of your contract, or when we make deductions for charges) from a
fixed maturity option before it matures we will make a market value
adjustment, which will increase or decrease any fixed maturity amount you have
in that fixed maturity option. The amount of the adjustment will depend on two
factors:

(a) the difference between the rate to maturity that applies to the amount
    being withdrawn and the rate to maturity in effect at that time for new
    allocations to that same fixed maturity option, and

(b) the length of time remaining until the maturity date.

In general, if interest rates rise from the time that you originally allocate
an amount to a fixed maturity option to the time that you take a withdrawal,
the market value adjustment will be negative. Likewise, if interest rates drop
at the end of that time, the market value adjustment will be positive. Also,
the amount of the market value adjustment, either up or down, will be greater
the longer the time remaining until the fixed maturity option's maturity date.
Therefore, it is possible that the market value adjustment could greatly
reduce your value in the fixed maturity options, particularly in the fixed
maturity options with later maturity dates.

We provide an illustration of the market adjusted amount of specified maturity
values, an explanation of how we calculate the market value adjustment, and
information concerning our general account and investments purchased with
amounts allocated to the fixed maturity options, under "More information"
later in this prospectus. Appendix III of this prospectus provides an example
of how the market value adjustment is calculated.

ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING

The account for special dollar cost averaging is part of our general account.
We pay interest at guaranteed rates in this account. We will credit interest
to the amounts that you have in the account for special dollar cost averaging
every day. We set the interest rates periodically, according to procedures
that we have. We reserve the right to change these procedures.

The account for special dollar cost averaging is available for allocation of
all or a portion of your initial contribution under the special dollar cost
averaging program. We will guarantee


<PAGE>


- --------------------------------------------------------------------------------
24  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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


to pay our current interest rate that is in effect on the date that your
contribution is allocated to this account. Your guaranteed interest rate will
be shown in your contract. The rate will never be less than 3%. See
"Allocating your contributions," below for the rules and restrictions that
apply to the special dollar cost averaging program.

ALLOCATING YOUR CONTRIBUTIONS

You may choose from among three ways to allocate your contributions under your
contract: self-directed, principal assurance, or dollar cost averaging.

SELF-DIRECTED ALLOCATION

You may allocate your contributions to one or more, or all, of the variable
investment options and fixed maturity options. Allocations must be in whole
percentages and you may change your allocations at any time. However, the
total of your allocations must equal 100%. If the annuitant is age 76 or
older, you may allocate contributions to fixed maturity options if their
maturities are five years or less. Also, you may not allocate amounts to fixed
maturity options with maturity dates that are later than the February 15th
immediately following the date annuity payments are to begin.

PRINCIPAL ASSURANCE ALLOCATION

Under this allocation program you select a fixed maturity option. We specify
the portion of your initial contribution to be allocated to that fixed
maturity option in an amount that will cause the maturity value to equal the
amount of your entire initial contribution on the fixed maturity option's
maturity date. The maturity date you select generally may not be later than 10
years, or earlier than 7 years from your contract date. You allocate the rest
of your contribution to the variable investment options however you choose.

For example, if your initial contribution is $10,000, and on August 2, 1999
you chose the fixed maturity option with a maturity date of February 15, 2009,
since the rate to maturity was 5.85% on August 2, 1999, we would have
allocated $5,811.03 to that fixed maturity option and the balance to your
choice of variable investment options.
On the maturity date your value in the fixed maturity option would be $10,000.

The principal assurance allocation is only available for annuitant ages 75 or
younger when the contract is issued. If you are purchasing a Rollover IRA,
Flexible Premium IRA, QP, or Rollover TSA contract, before you select a
maturity year that would extend beyond the year in which you will reach age
70 1/2, you should consider whether your value in the variable investment
options, or your other traditional IRA or TSA funds are sufficient to meet
your required minimum distributions. See "Tax information."

DOLLAR COST AVERAGING

We offer two dollar cost averaging programs. Each program allows you to
gradually allocate amounts to the variable investment options by periodically
transferring approximately the same dollar amount to the variable investment
options you select. This will cause you to purchase more units if the unit's
value is low and fewer units if the unit's value is high. Therefore, you may
get a lower average cost per unit over the long term. These plans of
investing, however, do not guarantee that you will earn a profit or be
otected against losses.

- --------------------------------------------------------------------------------
Units measure your value in each variable investment option.
- --------------------------------------------------------------------------------

SPECIAL DOLLAR COST AVERAGING PROGRAMS. Under the special dollar cost
averaging program, you may choose to allocate all or a portion of your initial
contribution to the account for special dollar cost averaging. However, you
must allocate at least $2,000 to the account for special dollar cost averaging
for this program. In Pennsylvania we refer to this program as "enhanced rate
dollar cost averaging."

You may have your account value transferred to any of the variable investment
options. We will transfer amounts from the account for special dollar cost
averaging into the variable investment options over the time period that you
select. We offer time periods of 6 or 12 months. We may also offer
<PAGE>
- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  25
- --------------------------------------------------------------------------------


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

other time periods. Your registered representative can provide information on
the time periods currently available or you may contact our processing office.
You may only select one time period. Each time period has a different interest
rate. Once you select a time period, you may not change it. Currently, your
account value will be transferred from the account for special dollar cost
averaging into the variable investment options on a monthly basis. We may
offer this program in the future with transfers on a different basis. We will
transfer all amounts out of the account for special dollar cost averaging by
the end of the chosen time period. The transfer date will be the same day of
the month as the contract date, but not later than the 28th day of the month.

If you choose to allocate only a portion of your initial contribution to the
account for special dollar cost averaging, the remaining balance of your
initial contribution will be allocated to the variable investment options or
fixed maturity options according to your instructions. You may not allocate
additional contributions to the account for special dollar cost averaging.

- --------------------------------------------------------------------------------
The account for special dollar cost averaging provides guaranteed interest.
- --------------------------------------------------------------------------------

The only amounts that should be transferred from the account for special
dollar cost averaging are your regularly scheduled transfers to the variable
investment options. If you request to transfer or withdraw any other amounts,
we will transfer all of the value that you have remaining in the account for
special dollar cost averaging to the investment options according to the
allocation percentages we have on file for you. As a result, you will no
longer be able to participate in the special dollar cost averaging program.
You may also ask us to cancel your participation at any time.

If the account for special dollar cost averaging is not available in your
state, we offer a special dollar cost averaging program in the Alliance Money
Market option. Under this program we will not deduct the mortality and expense
risks and administrative charges from assets in the Alliance Money Market
option. You may not allocate amounts other than your initial contribution to
this program, which is in effect only for your first contract year. We reserve
the right to discontinue offering the Alliance Money Market special dollar
cost averaging program for new contracts once the account for special dollar
cost averaging becomes available in a state. Your registered representative
can provide information about state availability. You may also contact us
directly.

GENERAL DOLLAR COST AVERAGING PROGRAM. If your value in the Alliance Money
Market option is at least $5,000, you may choose, at any time, to have a
specified dollar amount or percentage of your value transferred from that
option to the other variable investment options. You can select to have
transfers made on a monthly, quarterly, or annual basis. The transfer date
will be the same calendar day of the month as the contract date, but not later
than the 28th day of the month. You can also specify the number of transfers
or instruct us to continue making the transfers until all amounts in the
Alliance Money Market option have been transferred out.

The minimum amount that we will transfer each time is $250. The maximum amount
we will transfer is equal to your value in the Alliance Money Market option at
the time the program is elected, divided by the number of transfers scheduled
to be made.

If, on any transfer date, your value in the Alliance Money Market option is
equal to or less than the amount you have elected to have transferred, the
entire amount will be transferred. The general dollar cost averaging program
will then end. You may change the transfer amount once each contract year or
cancel this program at any time.

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

You may not elect dollar cost averaging if you are participating in the
rebalancing program. See "Transferring your money among investment options."

OUR baseBUILDER OPTION

The baseBUILDER option offers you a combined guaranteed minimum income benefit
and guaranteed minimum death

<PAGE>


- --------------------------------------------------------------------------------
26  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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

benefit. The combined benefit is available if the annuitant is between the ages
of 20 and 75. There is an additional charge for this benefit. See "baseBUILDER
benefits charge" under "Charges and expenses."

- --------------------------------------------------------------------------------
baseBUILDER provides income protection if you elect an income payout while the
annuitant is alive and a death benefit if the annuitant dies.
- --------------------------------------------------------------------------------

The guaranteed minimum income benefit component of baseBUILDER is described
below under "Your guaranteed minimum income benefit under baseBUILDER." As
part of baseBUILDER you have a choice of two guaranteed minimum death benefit
options: either a "5% roll up to age 80" or an "annual ratchet to age 80." The
two options are described under "Guaranteed minimum death benefit." The
guaranteed minimum death benefit is provided under the contract even if you do
not elect baseBUILDER, and for a broader range of annuitant ages at contract
issue than those available under baseBUILDER. baseBUILDER is not currently
available in New York.

YOUR GUARANTEED MINIMUM INCOME BENEFIT UNDER baseBUILDER

The guaranteed minimum income benefit guarantees you a minimum amount of
lifetime income under our Income Manager (life annuity with a period certain)
payout annuity contract. The Income Manager (life annuity with a period
certain) payout annuity contract provides payments during a specified period
of time (called a period certain) that will continue for the rest of the
annuitant's life thereafter. If the annuitant dies before the period certain
has ended, payments will continue to the beneficiary for the time remaining in
the period certain.

- --------------------------------------------------------------------------------
We also refer to the guaranteed minimum income benefit as the "Living
Benefit."
- --------------------------------------------------------------------------------

GUARANTEED MINIMUM INCOME BENEFIT'S BENEFIT BASE. On the contract date, your
guaranteed minimum income benefit's benefit base ("benefit base") is equal to
the initial contribution. Thereafter, the benefit base will be credited with
interest each day through the annuitant's age 80. The effective annual interest
rate is 5% for amounts in the variable investment options (other than the
Alliance Money Market option) and in the special dollar cost averaging programs.
Amounts in the Alliance Money Market option, the fixed maturity options, and in
a Rollover TSA contract loan reserve account will be credited with interest at a
3% effective annual rate. No interest is credited after age 80.

If you make an additional contribution to your contract, we will increase your
current benefit base by the dollar amount of the additional contribution on
the date that the contribution is allocated to your investment options. If you
take a withdrawal from your contract, we will adjust your benefit base for the
withdrawal on the date that you make the withdrawal. See "How withdrawals
affect your guaranteed minimum income benefit and guaranteed minimum death
benefit" under "Accessing your money" for more detailed information. The
benefit base will be reduced by any withdrawal charge remaining when you
exercise your guaranteed minimum income benefit. Under Rollover TSA contracts,
we will also reduce your benefit base by the amount of any outstanding loan
plus accrued interest on the date that you exercise your guaranteed minimum
income benefit.

- --------------------------------------------------------------------------------
Your benefit base is not an account value or a cash value and is used solely for
purposes of calculating your guaranteed minimum income benefit.
- --------------------------------------------------------------------------------

EXERCISING YOUR BENEFIT AND INCOME YOU WILL RECEIVE. If you exercise the
guaranteed minimum income benefit, the annual lifetime income that you will
receive under the Income Manager (life annuity with a period certain) payout
annuity contract, will be the greater of (i) your guaranteed minimum income
benefit, or (ii) the income provided by applying your actual account value at
our then current annuity purchase factors.

The guaranteed minimum income benefit is based on conservative actuarial
factors. Therefore, even if your account value is less than your benefit base,
you may generate more income by applying your account value to
<PAGE>


- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  27
- --------------------------------------------------------------------------------


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

current annuity purchase factors. We will make this comparison for you when
the need arises.

- --------------------------------------------------------------------------------
The guaranteed minimum income benefit should be regarded as a safety net only.
- --------------------------------------------------------------------------------

ILLUSTRATIONS OF GUARANTEED MINIMUM INCOME BENEFIT.
The table below illustrates the guaranteed minimum income benefit amounts per
$100,000 of initial contribution, for a male annuitant age 60 (at issue) on
the contract date anniversaries indicated, assuming no additional
contributions, withdrawals, or loans under Rollover TSA contracts, and
assuming there were no allocations to the Alliance Money Market option or the
fixed maturity options.

- --------------------------------------------------------------------------------
                                                        GUARANTEED MINIMUM
                                                 INCOME BENEFIT -- ANNUAL INCOME
              CONTRACT DATE                            PAYABLE FOR LIFE WITH
         ANNIVERSARY AT EXERCISE                       10 YEAR PERIOD CERTAIN
- --------------------------------------------------------------------------------
                    7                                         $ 8,315
                   10                                         $10,341
                   15                                         $14,924
- --------------------------------------------------------------------------------


Under NQ, and all IRA contracts, you may exercise the guaranteed minimum
income benefit only within 30 days following the seventh or later contract
date anniversary under your contract. However, you may not exercise the
benefit before the annuitant is age 60, or after the annuitant is age 83.
There is an exception if the annuitant is between ages 20 and 44 when your
contract is issued. In this case you may exercise the benefit following the
15th or later contract date anniversary, but not after the annuitant is age
83. See "Exercise of guaranteed minimum income benefit under QP and Rollover
TSA contracts" below regarding exercising the benefit under QP and Rollover
TSA contracts.

Your contract will terminate when you exercise your guaranteed minimum income
benefit. You will then receive an Income Manager (life annuity with a period
certain) payout annuity contract. Your period certain will be based on the
annuitant's age at the time the benefit is exercised, as follows:

- --------------------------------------------------------------------------------
                                 LEVEL PAYMENTS*
- --------------------------------------------------------------------------------
                                                         PERIOD CERTAIN YEARS
                                                         --------------------
     ANNUITANT'S
   AGE AT EXERCISE                                         IRAS         NQ
- --------------------------------------------------------------------------------
      60 to 75                                              10          10
         76                                                  9          10
         77                                                  8          10
         78                                                  7          10
         79                                                  7          10
         80                                                  7          10
         81                                                  7           9
         82                                                  7           8
         83                                                  7           7
- --------------------------------------------------------------------------------

* Other forms and periods certain may also be available. For Rollover IRA and
  Flexible Premium IRA contracts, please see "Required minimum distributions"
  under "Individual retirement arrangements" in "Tax information," as to how
  this option may be affected if exercised after age 70 1/2.

You will begin receiving payments one payment period after the payout annuity
contract is issued. For example, if you select monthly annuity payments, we
will send your first payment to you approximately one month from the date your
contract is issued.

Each year on your contract date anniversary, if you are eligible to exercise
the guaranteed minimum income benefit, we will send you an eligibility notice
illustrating how much income could be provided as of the contract date
anniversary. You may then notify us within 30 days following the contract date
anniversary if you want to exercise the guaranteed minimum income benefit. You
must return your contract to us in order to exercise this benefit. The amount
of income you actually receive will be determined when we receive your request
to exercise the benefit.

You may also apply your cash value at any time to an Income Manager (life
annuity with a period certain) payout annuity contract, and you may always
apply your account value to any of our annuity payout options. The traditional
annuity payout options are discussed under "Accessing your money." These
options differ from the Income Manager payout annuity contracts. They may
provide higher or lower income levels, but do not have all the features of the
Income Manager payout annuity contract. You may request an

<PAGE>


- --------------------------------------------------------------------------------
28  CONTRACT FEATURES AND BENEFITS
- --------------------------------------------------------------------------------


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

illustration of the Income Manager payout annuity contract from your
registered representative.

The Income Manager (life annuity with a period certain) payout annuity
contracts are offered through our prospectus for the Income Manager payout
annuities. You may obtain a copy of the most current version from your
registered representative. You should read it carefully before you decide to
exercise your guaranteed minimum income benefit.

SUCCESSOR ANNUITANT/CONTRACT OWNER. If the successor annuitant/contract owner
(discussed under "More information" later in this prospectus) elects to
continue the contract after your death, the guaranteed minimum income benefit
will continue to be available on the contract date anniversaries specified
above based on the contract date. However, the guaranteed minimum income
benefit must be exercised based on the age of the successor annuitant/
contract owner.

EXERCISE OF GUARANTEED MINIMUM INCOME BENEFIT UNDER QP AND ROLLOVER TSA
CONTRACTS. Under QP contracts, the guaranteed minimum income benefit may be
exercised in the same manner as described above only after the trustee of the
qualified plan directly rolls over the QP contract to a Rollover IRA contract.
In this process the ownership of the QP contract is changed to the annuitant.
The rollover to a Rollover IRA contract and change of ownership may only occur
when the annuitant will no longer be a participant in the qualified plan.

Similarly, under Rollover TSA contracts the contract owner must convert the
Rollover TSA contract in a direct rollover to a Rollover IRA contract
according to our rules. The rollover to a Rollover IRA contract may only occur
when you are eligible for a rollover distribution from a TSA. This may
generally occur when you are age 59 1/2, or you are separated from service
from the employer who provided the Rollover TSA funds. See "Rollover or direct
transfer contributions" under "Tax information" later in this prospectus.

GUARANTEED MINIMUM DEATH BENEFIT

Applicable for annuitant ages 0 through 79 at issue of NQ contracts; 20
through 79 at issue of Rollover IRA, Roth Conversion IRA, Flexible Premium
Roth IRA, and Rollover TSA contracts; 20 through 70 at issue of Flexible
Premium IRA contracts; and 20 through 75 at issue of QP contracts.

You may elect either the "5% roll up to age 80" or the "annual ratchet to age
80" guaranteed minimum death benefit when you apply for a contract. Once you
have made your election, you may not change it.

5% ROLL UP TO AGE 80. On the contract date, the guaranteed minimum death
benefit equals your initial contribution. Thereafter, the guaranteed minimum
death benefit will be credited with interest each day through the annuitant's
age 80. The effective annual interest rate is 5% for amounts in the variable
investment options (other than the Alliance Money Market option) and in the
special dollar cost averaging programs. Amounts in the Alliance Money Market
option, the fixed maturity options and in a Rollover TSA contract loan reserve
account will be credited with interest at a 3% effective annual rate. No
interest is credited after the annuitant is age 80.

If you make additional contributions, we will increase your current guaranteed
minimum death benefit by the dollar amount of the additional contribution on
the date the contribution is allocated to your investment options. If you take
a withdrawal from your contract, we will adjust your guaranteed minimum death
benefit for the withdrawal on the date you take the withdrawal.

The 5% roll up to age 80 guaranteed minimum death benefit is not available in
New York.

ANNUAL RATCHET TO AGE 80. On the contract date, your guaranteed minimum death
benefit equals your initial contribution. Then, on each contract date
anniversary, we will determine your guaranteed minimum death benefit by
comparing your current guaranteed minimum death benefit to your account value
on that contract date anniversary. If your account value is higher than your
guaranteed minimum death benefit, we will increase your guaranteed minimum

<PAGE>


- --------------------------------------------------------------------------------
                                               CONTRACT FEATURES AND BENEFITS 29
- --------------------------------------------------------------------------------


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

death benefit to equal your account value. On the other hand, if your account
value on the contract date anniversary is less than your guaranteed minimum
death benefit, we will not adjust your guaranteed minimum death benefit either
up or down.

If you make additional contributions, we will increase your current guaranteed
minimum death benefit by the dollar amount of the contribution on the date the
contribution is allocated to your investment options. If you take a withdrawal
from your contract, we will adjust your guaranteed minimum death benefit on
the date you take the withdrawal.

Applicable for annuitant ages 80 through 83 when the contract is issued.

On the contract date, your guaranteed minimum death benefit equals your
initial contribution. Thereafter, it will be increased by the dollar amount of
any additional contributions. We will adjust your guaranteed minimum death
benefit if you take any withdrawals.

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

Please see "How withdrawals affect your guaranteed minimum income benefit and
guaranteed minimum death benefit" under "Accessing your money" for information
on how withdrawals affect your guaranteed minimum death benefit. For contracts
issued in New York, the guaranteed minimum death benefit at the annuitant's
death will never be less than your value in the variable investment options,
plus the sum of the fixed maturity amounts in each fixed maturity option.

See Appendix IV for an example of how we calculate the guaranteed minimum
death benefit.

YOUR RIGHT TO CANCEL WITHIN A CERTAIN NUMBER OF DAYS

If for any reason you are not satisfied with your contract, you may return it
to us for a refund. To exercise this cancellation right you must mail the
contract directly to our processing office within 10 days after you receive
it. In some states, this "free look" period may be longer.

Generally, your refund will equal your account value under the contract and
will reflect (i) any investment gain or loss in the variable investment
options (less the daily charges we deduct), (ii) any positive or negative
market value adjustments in the fixed maturity options, and (iii) any
guaranteed interest in the account for special dollar cost averaging, through
the date we receive your contract. Some states require that we refund the full
amount of your contribution (not reflecting (i), (ii) or (iii) above). For any
IRA contract returned to us within seven days after you receive it, we are
required to refund the full amount of your contribution.

We may require that you wait six months before you may apply for a contract
with us again if:

o  you cancel your contract during the free look period; or

o  you change your mind before you receive your contract whether we have
   received your contribution or not.

Please see "Tax information" for possible consequences of cancelling your
contract.

If you fully convert an existing traditional IRA contract to a Roth Conversion
IRA or Flexible Premium Roth IRA contract, you may cancel your Roth Conversion
IRA or Flexible Premium Roth IRA contract and return to a Rollover IRA or
Flexible Premium IRA contract, whichever applies. Our processing office, or
your registered representative, can provide you with the cancellation
instructions.

<PAGE>

- --------------------------------------------------------------------------------
30  DETERMINING YOUR CONTRACT'S VALUE
- --------------------------------------------------------------------------------

2
Determining your contract's value


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

YOUR ACCOUNT VALUE

Your "account value" is the total of the (i) values you have in the variable
investment options, (ii) market adjusted amounts in the fixed maturity
options, and (iii) value in the account for special dollar cost averaging.
These amounts are subject to certain fees and charges discussed under "Charges
and expenses." Under Rollover TSA contracts, if you have any outstanding loan,
your account value will include any amount in the loan reserve account.

Your contract also has a "cash value." At any time before annuity payments
begin, your contract's cash value is equal to the account value, less the
annual administrative charge under Flexible Premium IRA and Flexible Premium
Roth IRA contracts, and less any withdrawal charge that may apply if you
surrender your contract. The 15% free withdrawal amount does not apply if you
surrender your contract. If you have a Rollover TSA contract with an
outstanding loan, your cash value is also reduced by the amount of any
outstanding loan plus accrued interest. Please see "Surrendering your contract
to receive its cash value" under "Accessing your money."

YOUR CONTRACT'S VALUE IN THE VARIABLE INVESTMENT OPTIONS

Each variable investment option invests in shares of a corresponding
portfolio. Your value in each variable investment option is measured by
"units." The value of your units will increase or decrease as though you had
invested it in the corresponding portfolio's shares directly. Your value,
however, will be reduced by the amount of the fees and charges that we deduct
under the contract.

The unit value for each variable investment option depends on the investment
performance of that option, minus daily charges for mortality and expense
risks and administrative expenses. On any day, your value in any variable
investment option equals the number of units credited to that option, adjusted
for any units deducted from your contract under that option, multiplied by
that day's value for one unit. The number of your contract units in any
variable investment option does not change unless you make additional
contributions, make a withdrawal, or transfer amounts among investment
options, or we transfer your loan amount to the loan reserve account under a
TSA contract. In addition, when we deduct the baseBUILDER benefits charge and
any withdrawal charge the number of units credited to your contract will be
reduced. Your units are also reduced under Flexible Premium IRA and Flexible
Premium Roth IRA contracts when we deduct the annual administrative charge. A
description of how unit values are calculated is found in the SAI.

YOUR CONTRACT'S VALUE IN THE FIXED MATURITY OPTIONS

Your value in each fixed maturity option at any time before the maturity date
is the market adjusted amount in each option. This is equivalent to your fixed
maturity amount increased or decreased by the market value adjustment. Your
value, therefore, may be higher or lower than your contributions (less
withdrawals) accumulated at the rate to maturity. At the maturity date, your
value in the fixed maturity option will equal its maturity value.

YOUR CONTRACT'S VALUE IN THE ACCOUNT FOR SPECIAL DOLLAR COST AVERAGING

Your value in the account for special dollar cost averaging at any time will
equal your initial contribution allocated to that option, plus interest, less
the sum of all amounts that have been transferred to the variable investment
options you have selected.

<PAGE>

- --------------------------------------------------------------------------------
                             TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS 31
- --------------------------------------------------------------------------------


3
Transferring your money among investment options


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

TRANSFERRING YOUR ACCOUNT VALUE

At any time before the date annuity payments are to begin, you can transfer
some or all of your account value among the investment options, subject to the
following:

o You may not transfer any amount to the account for special dollar cost
  averaging.

o You may not transfer to a fixed maturity option that matures in the current
  calendar year, or that has a rate to maturity of 3%.

o If the annuitant is 76 or older, you must limit your transfers to fixed
  maturity options to those with maturities of five years or less. Also, the
  maturity dates may be no later than the February 15th immediately following
  the date annuity payments are to begin.

o If you make transfers out of a fixed maturity option other than at its
  maturity date the transfer may cause a market value adjustment.

You may request a transfer in writing or by telephone using TOPS. You must
send in all written transfer requests directly to our processing office.
Transfer requests should specify:

(1) the contract number,

(2) the dollar amounts or percentages of your current account value to be
    transferred, and

(3) the investment options to and from which you are transferring.

We may, at any time, restrict the use of market timers and other agents acting
under a power of attorney who are acting on behalf of more than one contract
owner. Any agreements to use market timing services to make transfers are
subject to our rules in effect at that time.

We will confirm all transfers in writing.

REBALANCING YOUR ACCOUNT VALUE

We currently offer a rebalancing program that you can use to automatically
reallocate your account value among the variable investment options. You must
tell us:

(a) the percentage you want invested in each variable investment option (whole
    percentages only), and

(b) how often you want the rebalancing to occur (quarterly, semiannually, or
    annually on a contract year basis. Rebalancing will occur on the same day of
    the month as the contract date).

While your rebalancing program is in effect, we will transfer amounts among
each variable investment option so that the percentage of your account value
that you specify is invested in each option at the end of each rebalancing
date. Your entire account value in the variable investment options must be
included in the rebalancing program.

- --------------------------------------------------------------------------------
Rebalancing does not assure a profit or protect against loss. You should
periodically review your allocation percentages as your needs change. You may
want to discuss the rebalancing program with your registered representative or
other financial adviser before electing the program.
- --------------------------------------------------------------------------------

You may elect the rebalancing program at any time. You may also change your
allocation instructions or cancel the program at any time. If you request a
transfer while the rebalancing program is in effect, we will process the
transfer as requested and then cancel the rebalancing program.

You may not elect the rebalancing program if you are participating in a dollar
cost averaging program. Rebalancing is not available for amounts you have
allocated in the fixed maturity options.

<PAGE>

- --------------------------------------------------------------------------------
32  ACCESSING YOUR MONEY
- --------------------------------------------------------------------------------


4
Accessing your money


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

WITHDRAWING YOUR ACCOUNT VALUE

You have several ways to withdraw your account value before annuity payments
begin. The table below shows the methods available under each type of
contract. More information follows the table. For the tax consequences of
withdrawals, see "Tax information."

- --------------------------------------------------------------------------------
                                      METHOD OF WITHDRAWAL
- --------------------------------------------------------------------------------
                                                   SUBSTANTIALLY      MINIMUM
CONTRACT               LUMP SUM     SYSTEMATIC         EQUAL       DISTRIBUTION
- --------------------------------------------------------------------------------
NQ                       Yes           Yes              No              No
- --------------------------------------------------------------------------------
Rollover IRA             Yes           Yes              Yes             Yes
- --------------------------------------------------------------------------------
Flexible
  Premium IRA            Yes           Yes              Yes             Yes
- --------------------------------------------------------------------------------
Roth Conversion
  IRA                    Yes           Yes              Yes             No
- --------------------------------------------------------------------------------
Flexible
  Premium
  Roth IRA               Yes           Yes              Yes             No
- --------------------------------------------------------------------------------
QP                       Yes           No               No              Yes
- --------------------------------------------------------------------------------
Rollover TSA             Yes*          No               No              Yes
- --------------------------------------------------------------------------------
* For some Rollover TSA contracts, your ability to take withdrawals, loans or
  surrender your contract may be limited. You must provide withdrawal
  restriction information when you apply for a contract. See "Tax
  information -- Tax Sheltered Annuity contracts (TSAs)."

LUMP SUM WITHDRAWALS
(All contracts)

You may take lump sum withdrawals from your account value at any time.
(Rollover TSA contracts may have restrictions.) The minimum amount you may
withdraw is $1,000. If you request to withdraw more than 90% of a contract's
current cash value we will treat it as a request to surrender the contract for
its cash value. See "Surrendering your contract to receive its cash value"
below.

Lump sum withdrawals in excess of the 15% free withdrawal amount may be
subject to a withdrawal charge. Under Rollover TSA contracts, if a loan is
outstanding, you may only take lump sum withdrawals as long as the cash value
remaining after any withdrawal equals at least 10% of the outstanding loan
plus accrued interest.

SYSTEMATIC WITHDRAWALS
(NQ and all IRA contracts)

You may take systematic withdrawals of a particular dollar amount or a
particular percentage of your account value.

You may take systematic withdrawals on a monthly, quarterly, or annual basis
as long as the withdrawals do not exceed the following percentages of your
account value: 1.2% monthly, 3.6% quarterly, and 15.0% annually. The minimum
amount you may take in each systematic withdrawal is $250. If the amount
withdrawn would be less than $250 on the date a withdrawal is to be taken, we
will not make a payment and we will terminate your systematic withdrawal
election.

We will make the withdrawals on any day of the month that you select as long
as it is not later than the 28th day of the month. If you do not select a
date, we will make the withdrawals on the same calendar day of the month as
the contract date. You must wait at least 28 days after your contract is
issued before your systematic withdrawals can begin.

You may elect to take systematic withdrawals at any time. If you own an IRA
contract, you may elect this withdrawal method only if you are between ages
59 1/2 and 70 1/2. You may not elect the systematic withdrawal method if you
have balances in the account for special dollar cost averaging.

You may change the payment frequency, or the amount or percentage of your
systematic withdrawals, once each contract year. However, you may not change
the amount or percentage in any contract year in which you have already taken
a lump sum withdrawal. You can cancel the systematic withdrawal option at any
time.

Systematic withdrawals are not subject to a withdrawal charge, except to the
extent that, when added to a lump sum withdrawal previously taken in the same
contract year, the systematic withdrawal exceeds the 15% free withdrawal
amount.


<PAGE>

- --------------------------------------------------------------------------------
                                                        ACCESSING YOUR MONEY  33
- --------------------------------------------------------------------------------


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

SUBSTANTIALLY EQUAL WITHDRAWALS
(All IRA contracts)

The substantially equal withdrawals option allows you to receive distributions
from your account value without triggering the 10% additional federal tax
penalty, which normally applies to distributions made before age 59 1/2. See
"Tax information." Once you begin to take substantially equal withdrawals, you
should not stop them or change the pattern of your withdrawals until the later
of age 591|M/2 or five full years after the first withdrawal. If you stop or
change the withdrawals or take a lump sum withdrawal, you may be liable for
the 10% federal tax penalty that would have otherwise been due on prior
withdrawals made under this option and for any interest on those withdrawals.

You may elect to take substantially equal withdrawals at any time before age
59 1/2. We will make the withdrawal on any day of the month that you select
as long as it is not later than the 28th day of the month. You may not elect
to receive the first payment in the same contract year in which you took a
lump sum withdrawal. We will calculate the amount of your substantially equal
withdrawals. The payments will be made monthly, quarterly, or annually as you
select. These payments will continue until we receive written notice from you
to cancel this option or you take a lump sum withdrawal. You may elect to
start receiving substantially equal withdrawals again, but the payments may
not restart in the same contract year in which you took a lump sum withdrawal.
We will calculate the new withdrawal amount.

You may not elect substantially equal withdrawals if you have balances in the
account for special dollar cost averaging.

Substantially equal withdrawals are not subject to a withdrawal charge.

MINIMUM DISTRIBUTION WITHDRAWALS
(Rollover IRA, Flexible Premium IRA, QP, and Rollover TSA
contracts only - See "Tax information")

We offer the minimum distribution withdrawal option to help you meet required
minimum distributions under federal income tax rules. You may elect this
option in the year in which you reach age 70 1/2. The minimum amount we will
pay out is $250. You may elect the method you want us to use to calculate your
minimum distribution withdrawals from the choices we offer. Currently, minimum
distribution withdrawal payments will be made annually.

We do not impose a withdrawal charge on minimum distribution withdrawals
except if when added to a lump sum withdrawal previously taken in the same
contract year, the minimum distribution withdrawal exceeds the 15% free
withdrawal amount.

We will calculate your annual payment based on your account value at the end
of the prior calendar year based on the method you choose.

Under Rollover TSA contracts, you may not elect minimum distribution
withdrawals if a loan is outstanding.

- --------------------------------------------------------------------------------
For Rollover IRA, Flexible Premium IRA, QP, and Rollover TSA contracts, we
will send a form outlining the distribution options available before you reach
age 70 1/2 (if you have not begun your annuity payments before that time).
- --------------------------------------------------------------------------------

HOW WITHDRAWALS ARE TAKEN FROM YOUR ACCOUNT VALUE

Unless you specify otherwise, we will subtract your withdrawals on a pro rata
basis from your value in the variable investment options. If there is
insufficient value or no value in the variable investment options, any
additional amount of the withdrawal required or the total amount of the
withdrawal will be withdrawn from the fixed maturity options in order of the
earliest maturity date(s) first. A market value adjustment may apply.

HOW WITHDRAWALS AFFECT YOUR GUARANTEED MINIMUM INCOME BENEFIT AND GUARANTEED
MINIMUM DEATH BENEFIT

Withdrawals will reduce your guaranteed benefits on either a dollar-for-dollar
basis or on a pro rata basis as explained below:

<PAGE>

- --------------------------------------------------------------------------------
34  ACCESSING YOUR MONEY
- --------------------------------------------------------------------------------


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

INCOME BENEFIT

Benefit base -- Your current benefit base will be reduced on a dollar-for-dollar
basis as long as the sum of your withdrawals in a contract year is 5% or less of
the guaranteed minimum death benefit on the most recent contract date
anniversary. Once you take a withdrawal that causes the sum of your withdrawals
in a contract year to exceed 5% of the guaranteed minimum death benefit on the
most recent contract date anniversary, that withdrawal and any subsequent
withdrawals in that same contract year will reduce your current benefit base on
a pro rata basis.

DEATH BENEFIT

5% roll up to age 80 - If you elect the 5% roll up to age 80 guaranteed
minimum death benefit, your current guaranteed minimum death benefit will be
reduced on a dollar-for-dollar basis as long as the sum of your withdrawals in
a contract year is 5% or less of the guaranteed minimum death benefit on the
most recent contract date anniversary. Once you take a withdrawal that causes
the sum of your withdrawals in a contract year to exceed 5% of the guaranteed
minimum death benefit on the most recent contract date anniversary, that
withdrawal and any subsequent withdrawals in that same contract year will
reduce your current guaranteed minimum death benefit on a pro rata basis.


Annual ratchet to age 80 - If you elect the annual ratchet to age 80 guaranteed
minimum death benefit, each withdrawal will always reduce your current
guaranteed minimum death benefit on a pro rata basis.

Annuitant issue ages 80 through 83 - If your contract was issued when the
annuitant was between ages 80 and 83, each withdrawal will always reduce your
current guaranteed minimum death benefit on a pro rata basis.

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

Reduction on a dollar-for-dollar basis means that your current benefit will be
reduced by the dollar amount of the withdrawal. Reduction on a pro rata basis
means that we calculate the percentage of your current account value that is
being withdrawn and we reduce your current benefit by that same percentage.
For example, if your account value is $30,000 and you withdraw $12,000, you
have withdrawn 40% of your account value. If your guaranteed minimum death
benefit was $40,000 before the withdrawal, it would be reduced by $16,000
($40,000 x.40) and your new guaranteed minimum death benefit after the
withdrawal would be $24,000 ($40,000 - $16,000).

The timing of your withdrawals and whether they exceed the 5% threshold
described above can have a significant impact on your guaranteed minimum
income benefit or guaranteed minimum death benefit.

LOANS UNDER ROLLOVER TSA CONTRACTS

You may take loans from a Rollover TSA unless restricted by the employer who
provided the Rollover TSA funds. If you cannot take a loan, or cannot take a
loan without approval from the employer who provided the funds, we will have
this information in our records based on what you and the employer who
provided the funds told us when you purchased your contract. The employer must
also tell us whether special employer plan rules of the Employee Retirement
Income Security Act of 1974 ("ERISA") apply. We will not permit you to take a
loan while you are taking minimum distribution withdrawals.

You should read the terms and conditions on our loan request form carefully
before taking out a loan. Under Rollover TSA contracts subject to ERISA, you
may only take a loan with the written consent of your spouse. Your contract
contains further details of the loan provision. Also, see "Tax information"
for general rules applicable to loans.

We will permit you to have only one loan outstanding at a time. The minimum
loan amount is $1,000. The maximum amount is $50,000 or, if less, 50% of your
account value, subject to any limits under the federal income tax rules. The
term of a loan is five years. However, if you use the loan to acquire your
primary residence, the term is 10 years. The term may not extend beyond the
earliest of:

(1) the date annuity payments begin,

(2) the date the contract terminates, and
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                                                        ACCESSING YOUR MONEY  35
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(3) the date a death benefit is paid (the outstanding loan will be deducted
    from the death benefit amount).

Interest will accrue daily on your outstanding loan at a rate we set. The loan
interest rate will be equal to the Moody's Corporate Bond Yield Averages for
Baa bonds for the calendar month ending two months before the first day of the
calendar quarter in which the rate is determined.

LOAN RESERVE ACCOUNT. On the date your loan is processed, we will transfer the
amount of your loan to the loan reserve account. Unless you specify otherwise,
we will subtract your loan on a pro rata basis from your value in the variable
investment options. If there is insufficient value or no value in the variable
investment options, any additional amount of the loan will be subtracted from
the fixed maturity options in order of the earliest maturity date(s) first. A
market value adjustment may apply.

We will credit interest to the amount in the loan reserve account at a rate of
2% lower than the loan interest rate that applies for the time your loan is
outstanding. On each contract date anniversary after the date the loan is
processed, we will transfer the amount of interest earned in the loan reserve
account to the variable investment options on a pro rata basis. When you make
a loan repayment, unless you specify otherwise, we will transfer the dollar
amount of the loan repaid from the loan reserve account to the investment
options according to the allocation percentages we have on our records.

SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE

You may surrender your contract to receive its cash value at any time while
the annuitant is living and before you begin to receive annuity payments.
(Rollover TSA contracts may have restrictions.) For a surrender to be
effective, we must receive your written request and your contract at our
processing office. We will determine your cash value on the date we receive
the required information. All benefits under the contract will terminate as of
that date.

You may receive your cash value in a single sum payment or apply it to one or
more of the annuity payout options. See "Choosing your annuity payout options"
below. We will usually pay the cash value within seven calendar days, but we
may delay payment as described in "When to expect payments" below. For the tax
consequences of surrenders, see "Tax information."

WHEN TO EXPECT PAYMENTS

Generally, we will fulfill requests for payments out of the variable
investment options within seven calendar days after the date of the
transaction to which the request relates. These transactions may include
applying proceeds to a variable annuity, payment of a death benefit, payment
of any amount you withdraw (less any withdrawal charge) and, upon surrender,
payment of the cash value. We may postpone such payments or applying proceeds
for any period during which:

(1) the New York Stock Exchange is closed or restricts trading,

(2) sales of securities or determination of the fair value of a variable
    investment option's assets is not reasonably practicable because of an
    emergency, or

(3) the SEC, by order, permits us to defer payment to protect people remaining
    in the variable investment options.

We can defer payment of any portion of your value in the fixed maturity
options and the account for special dollar cost averaging (other than for
death benefits) for up to six months while you are living. We also may defer
payments for a reasonable amount of time (not to exceed 15 days) while we are
waiting for a contribution check to clear.

All payments are made by check and are mailed to you (or the payee named in a
tax-free exchange) by U.S. mail, unless you request that we use an express
delivery service at your expense.


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36  ACCESSING YOUR MONEY
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CHOOSING YOUR ANNUITY PAYOUT OPTIONS

Equitable Accumulator offers you several choices for receiving retirement
income. Each choice enables you to receive fixed or, in some cases, variable
annuity payments.

You can choose from among the six different annuity payout options listed
below. Restrictions apply, depending on the type of contract you own.

- --------------------------------------------------------------------------------
Annuity payout options                    Life annuity
                                          Life annuity -- period
                                             certain
                                          Life annuity -- refund
                                             certain
                                          Period certain annuity
- --------------------------------------------------------------------------------
Income Manager payout                     Life annuity with a period
   options                                   certain
                                          Period certain annuity
- --------------------------------------------------------------------------------

ANNUITY PAYOUT OPTIONS

You can choose from among the following annuity payout options:

o Life annuity: An annuity that guarantees payments for the rest of the
  annuitant's life. Payments end with the last monthly payment before the
  annuitant's death. Because there is no continuation of benefits following the
  annuitant's death with this payout option, it provides the highest monthly
  payment of any of the life annuity options, so long as the annuitant is
  living.

o Life annuity -- period certain: An annuity that guarantees payments for the
  rest of the annuitant's life. If the annuitant dies before the end of a
  selected period of time ("period certain"), payments continue to the
  beneficiary for the balance of the period certain. A life annuity with a
  period certain of 10 years is the normal form of annuity under the contracts.
  The period certain cannot extend beyond the annuitant's life expectancy.

o Life annuity -- refund certain: An annuity that guarantees payments for the
  rest of the annuitant's life. If the annuitant dies before the amount applied
  to purchase the annuity option has been recovered, payments to the beneficiary
  will continue until that amount has been recovered. This payout option is
  available only as a fixed annuity.

o Period certain annuity: An annuity that guarantees payments for a specific
  period of time, usually 5, 10, 15, or 20 years. This option does not guarantee
  payments for the rest of the annuitant's life. It does not permit any
  repayment of the unpaid principal, so you cannot elect to receive part of the
  payments as a single sum payment with the rest paid in monthly annuity
  payments. Currently, this payout option is available only as a fixed annuity.

All of the above payout options are available as fixed annuities. With fixed
annuities, we guarantee fixed annuity payments that will be based either on
the tables of guaranteed annuity payments in your contract or on our then
current annuity rates, whichever is more favorable for you.

The life annuity, life annuity -- period certain, and life annuity -- refund
certain payout options are available on a single life or joint and survivor
life basis. The joint and survivor life annuity guarantees payments for the
rest of the annuitant's life and, after the annuitant's death, payments
continue to the survivor.

The following annuity payout options are available as variable annuities:

o  Life annuity (except in New York)

o  Life annuity -- period certain

o  Joint and survivor life annuity (100% to survivor)

o  Joint and survivor life period certain annuity (100% to survivor)

Variable annuities may be funded through your choice of variable investment
options investing in portfolios of EQ Advisors Trust. The contract also offers
a fixed annuity option that can be elected in combination with the variable
annuity payout options. The amount of each variable annuity payment will
fluctuate, depending upon the performance of the variable investment options,
and whether the actual rate

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                                                        ACCESSING YOUR MONEY  37
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of investment return is higher or lower than an assumed base rate. Please see
"Annuity Unit Values" in the SAI.

We may offer other payout options not outlined here. Your registered
representative can provide details.

SELECTING AN ANNUITY PAYOUT OPTION

When you select a payout option, we will issue you a separate written
agreement confirming your right to receive annuity payments. We require you to
return your contract before annuity payments begin.

For NQ and IRA contracts, unless you choose a different payout option, we will
pay annuity payments under a life annuity with a period certain of 10 years.
The only payout options available under QP contracts and Rollover TSA
contracts are the life annuity 10 year period certain and the joint and
survivor life annuity 10 year period certain. You choose whether these
payments will be either fixed or variable.

You can choose the date annuity payments begin but it may not be earlier than
one year from the contract date. You can change the date your annuity payments
are to begin anytime before that date as long as you do not choose a date
later than the 28th day of any month. Also, that date may not be later than
the contract date anniversary that follows the annuitant's 90th birthday. This
may be different in some states.

Before your annuity payments are to begin, we will notify you by letter that
the annuity payout options are available. Once you have selected a payout
option and payments have begun, no change can be made other than transfers (if
permitted in the future) among the variable investment options if a variable
annuity is selected.

The amount of the annuity payments will depend on:

(1) the amount applied to purchase the annuity;

(2) the type of annuity chosen, and whether it is fixed or variable. If you
    choose a variable annuity, we will use an assumed base rate of either 5% or
    3 1/2% to calculate the level of payments. We provide information about the
    assumed base rate in the SAI;

(3) in the case of a life annuity, the annuitant's age (or the annuitant's and
    joint annuitant's ages); and

(4) in certain instances, the sex of the annuitant(s).

In no event will you ever receive payments under a fixed option or an initial
payment under a variable option of less than the minimum amounts guaranteed by
the contract.

The amount we apply to provide annuity payments will depend on the type of
payout option you select. If you select a payout option that provides for
payments for the rest of the annuitant's life, then we will apply your account
value. If you select a payout option that provides for payments for a period
certain, then we will apply your cash value. However, if the period certain is
more than five years, we will apply not less than 95% of the account value.
Amounts in the fixed maturity options that are applied to a payout option
before a maturity date will result in a market value adjustment.

If, at the time you elect a payout option, the amount to be applied is less
than $2,000 or the initial payment under the form elected is less than $20
monthly, we reserve the right to pay the account value in a single sum rather
than as payments under the payout option chosen.

INCOME MANAGER PAYOUT OPTIONS

For NQ and IRA contracts, two Income Manager payout options are also
available. These are the Income Manager (life annuity with a period certain)
and the Income Manager (period certain).

For QP contracts, the Income Manager payout options are available only after
the trustee of the qualified plan directly rolls over the QP contract to a
Rollover IRA contract. In this process the ownership of the QP contract is
changed to the annuitant. The rollover to a Rollover IRA contract and the
change of ownership may only occur when the annuitant will no longer be a
participant in the qualified plan.

For Rollover TSA contracts, the Income Manager payout annuity options are
available only after the Rollover TSA

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38  ACCESSING YOUR MONEY
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contract is rolled over to a Rollover IRA contract. This may generally occur
when you are age 59 1/2, or you have separated from service with the employer
who provided the Rollover TSA funds.

The Income Manager (life annuity with a period certain) provides guaranteed
payments for the annuitant's life or for the annuitant's life and the life of
a joint annuitant. The Income Manager (period certain) provides payments for a
specified period. The contract owner and annuitant must meet the issue age and
payment requirements. Both Income Manager annuities provide guaranteed level
payments (NQ and IRA contracts). The Income Manager (life annuity with a
period certain) also provides guaranteed increasing payments (NQ contracts
only).

If you apply only part of the account value of your contract to either of the
Income Manager payout annuities we will consider it a withdrawal and may
deduct a withdrawal charge. We will not deduct a withdrawal charge if you
apply all of your account value at a time when the dollar amount of the
withdrawal charge is greater than 2% of remaining contributions (after
withdrawals). However, a new withdrawal charge schedule will apply under the
Income Manager annuity. For purposes of the withdrawal charge schedule, the
year in which your account value is applied under the Income Manager annuity
will be "contract year 1." In addition, we will not deduct a withdrawal charge
if you apply all of your account value from your Equitable Accumulator
contract when the dollar amount of the withdrawal charge under such contract
is 2% or less. This means that no withdrawal charge schedule will apply under
the Income Manager payout annuity contract.

You should consider the timing of your purchase as it relates to the potential
for withdrawal charges under the Income Manager annuity. No additional
contributions will be permitted under an Income Manager (life annuity with a
period certain).

You also may apply your account value to an Income Manager (period certain)
annuity once withdrawal charges are no longer in effect under your contract.
No withdrawal charges will apply under that Income Manager annuity.

The Income Manager annuities are described in a separate prospectus. Copies of
the most current version are available from your registered representative. To
purchase an Income Manager annuity we also require the return of your
contract.

We will issue an Income Manager annuity to put one of the payout annuities
into effect. Depending upon your circumstances, this may be done on a tax-free
basis. Please consult your tax adviser.

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                                                         CHARGES AND EXPENSES 39
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5
Charges and expenses


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

CHARGES THAT EQUITABLE LIFE DEDUCTS

We deduct the following charges each day from the net assets of each variable
investment option. These charges are reflected in the unit values of each
variable investment option:

o  A mortality and expense risks charge

o  An administrative charge

We deduct the following charges from your account value. When we deduct these
charges from your variable investment options, we reduce the number of units
credited to your contract:

o On each contract date anniversary -- an annual administrative charge, if
  applicable (Flexible Premium IRA and Flexible Premium Roth IRA contracts
  only).

o At the time you make certain withdrawals or surrender your contract -- a
  withdrawal charge.

o If you elect the optional benefit -- a charge for the optional baseBUILDER
  benefit.

o At the time annuity payments are to begin -- charges for state premium and
  other applicable taxes. An annuity administrative fee may also apply.

More information about these charges appears below. We will not increase these
charges for the life of your contract, except as noted. We may reduce certain
charges under group or sponsored arrangements. See "Group or sponsored
arrangements" below.

To help with your retirement planning, we may offer other annuities with
different charges, benefits, and features. Please contact your registered
representative for more information.

MORTALITY AND EXPENSE RISKS CHARGE

We deduct a daily charge from the net assets in each variable investment
option to compensate us for mortality and expense risks, including the
guaranteed minimum death benefit. The daily charge is equivalent to an annual
rate of 1.10% of the net assets in each variable investment option.

The mortality risk we assume is the risk that annuitants as a group will live
for a longer time than our actuarial tables predict. If that happens, we would
be paying more in annuity income than we planned. We also assume a risk that
the mortality assumptions reflected in our guaranteed annuity payment tables,
shown in each contract, will differ from actual mortality experience. Lastly,
we assume a mortality risk to the extent that at the time of death, the
guaranteed minimum death benefit exceeds the cash value of the contract. The
expense risk we assume is the risk that it will cost us more to issue and
administer the contracts than we expect.

ADMINISTRATIVE CHARGE

We deduct a daily charge from the net assets in each variable investment
option. The charge, together with the annual administrative charge described
below, is to compensate us for administrative expenses under the contracts.
The daily charge is equivalent to an annual rate of 0.25% of the net assets in
each variable investment option. We reserve the right under the contracts to
increase this charge to an annual rate of 0.35%.

ANNUAL ADMINISTRATIVE CHARGE (FLEXIBLE PREMIUM IRA AND FLEXIBLE PREMIUM
ROTH IRA CONTRACTS ONLY)

Under Flexible Premium IRA and Flexible Premium Roth IRA contracts, we deduct
an administrative charge from your account value on each contract date
anniversary. We deduct the charge if your account value on the last business
day of the contract year is less than $25,000. If your account value on such
date is $25,000 or more, we do not deduct the charge. During the first two
contract years, the charge is equal to $30 or, if less, 2% of your account
value. The charge is $30 for contract years three and later.

We will deduct this charge from your value in the variable investment options
on a pro rata basis. If there is not enough value in the variable investment
options, we will deduct all or a portion of the charge from the fixed maturity
options in order of the earliest maturity date(s) first. If you surrender your
contract during the contract year we will deduct a pro rata portion of the
charge.

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40  CHARGES AND EXPENSES
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WITHDRAWAL CHARGE

A withdrawal charge applies in two circumstances: (1) if you make one or more
withdrawals during a contract year that, in total, exceed the 15% free
withdrawal amount, described below, or (2) if you surrender your contract to
receive its cash value.

The withdrawal charge equals a percentage of the contributions withdrawn. The
percentage that applies depends on how long each contribution has been
invested in the contract. We determine the withdrawal charge separately for
each contribution according to the following table:

- --------------------------------------------------------------------------------
                                CONTRACT YEAR
- --------------------------------------------------------------------------------
                       1      2      3      4      5      6       7       8+
- --------------------------------------------------------------------------------
Percentage of
  contribution         7%     6%     5%     4%     3%     2%      1%      0%
- --------------------------------------------------------------------------------

For purposes of calculating the withdrawal charge, we treat the contract year
in which we receive a contribution as "contract year 1." Amounts withdrawn up
to the free withdrawal amount are not considered withdrawal of any
contribution. We also treat contributions that have been invested the longest
as being withdrawn first. We treat contributions as withdrawn before earnings
for purposes of calculating the withdrawal charge. However, federal income tax
rules treat earnings under your contract as withdrawn first. See "Tax
information."

In order to give you the exact dollar amount of the withdrawal you request, we
deduct the amount of the withdrawal and the withdrawal charge from your
account value. Any amount deducted to pay withdrawal charges is also subject
to a withdrawal charge. We deduct the charge in proportion to the amount of
the withdrawal subtracted from each investment option. The withdrawal charge
helps cover our sales expenses.

The withdrawal charge does not apply in the circumstances described below.

15% FREE WITHDRAWAL AMOUNT. Each contract year you can withdraw up to 15% of
your account value without paying a withdrawal charge. The 15% free withdrawal
amount is determined using your account value on the most recent contract date
anniversary, minus any other withdrawals made during the contract year. The
15% free withdrawal amount does not apply if you surrender your contract.

Note the following special rule for NQ contracts issued to a charitable
remainder trust, the free withdrawal amount will equal the greater of: (1) the
current account value, less contributions that have not been withdrawn
(earnings in the contract), and (2) the 15% free withdrawal amount defined
above.

MINIMUM DISTRIBUTIONS. The withdrawal charge does not apply to withdrawals
taken under our minimum distribution withdrawal option. However, those
withdrawals are counted towards the 15% free withdrawal amount if you also
make a lump sum withdrawal in any contract year.

DISABILITY, TERMINAL ILLNESS OR CONFINEMENT TO NURSING HOME. The withdrawal
charge also does not apply if:

o The annuitant has qualified to receive Social Security disability benefits
  as certified by the Social Security Administration; or

o We receive proof satisfactory to us (including certification by a licensed
  physician) that the annuitant's life expectancy is six months or less; or

o The annuitant has been confined to a nursing home for more than 90 days (or
  such other period, as required in your state) as verified by a licensed
  physician. A nursing home for this purpose means one that is (a) approved by
  Medicare as a provider of skilled nursing care service, or (b) licensed as a
  skilled nursing home by the state or territory in which it is located (it must
  be within the United States, Puerto Rico, or U.S. Virgin Islands) and meets
  all of the following:

  -- its main function is to provide skilled, intermediate, or custodial
      nursing care;

  -- it provides continuous room and board to three or more persons;

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                                                        CHARGES AND EXPENSES  41
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- -- it is supervised by a registered nurse or licensed practical nurse;

- -- it keeps daily medical records of each patient;

- -- it controls and records all medications dispensed; and

- -- its primary service is other than to provide housing for residents.

We reserve the right to impose a withdrawal charge, in accordance with your
contract and applicable state law, if the disability is caused by a
preexisting condition or a condition that began within 12 months of the
contract date. Some states may not permit us to waive the withdrawal charge
in the above circumstances, or may limit the circumstances for which the
withdrawal charge may be waived. Your registered representative can provide
more information or you may contact our processing office.

baseBUILDER BENEFITS CHARGE

If you elect the baseBUILDER combined guaranteed minimum income benefit and
guaranteed minimum death benefit, we deduct a charge annually from your
account value on each contract date anniversary. The charge is equal to 0.30%
of the benefit base in effect on the contract date anniversary.

We will deduct this charge from your value in the variable investment options
on a pro rata basis. If there is not enough value in the variable investment
options, we will deduct all or a portion of the charge from the fixed maturity
options in order of the earliest maturity date(s) first. A market value
adjustment may apply.

CHARGES FOR STATE PREMIUM AND OTHER APPLICABLE TAXES

We deduct a charge for applicable taxes such as premium taxes that may be
imposed in your state. Generally, we deduct the charge from the amount applied
to provide an annuity payout option. The current tax charge that might be
imposed varies by state and ranges from 0% to 3.5% (1% in Puerto Rico and 5%
in the U.S. Virgin Islands).

ANNUITY ADMINISTRATIVE FEE

We generally deduct a fee of up to $350 from the amount to be applied to
purchase a life annuity payout option.

CHARGES THAT EQ ADVISORS TRUST DEDUCTS

EQ Advisors Trust deducts charges for the following types of fees and
expenses:

o Management fees ranging from 0.25% to 1.15%.

o  12b-1 fees of 0.25%.

o Operating expenses, such as trustees' fees, independent auditors' fees,
  legal counsel fees, administrative service fees, custodian fees, and liability
  insurance.

o Investment-related expenses, such as brokerage commissions.

These charges are reflected in the daily share price of each portfolio. Since
shares of EQ Advisors Trust are purchased at their net asset value, these fees
and expenses are, in effect, passed on to the variable investment options and
are reflected in their unit values. For more information about these charges,
please refer to the prospectus for EQ Advisors Trust following this
prospectus.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the withdrawal
charge or the mortality and expense risks charge, or change the minimum
initial contribution requirements. We also may change the guaranteed minimum
income benefit and the guaranteed minimum death benefit, or offer variable
investment options that invest in shares of EQ Advisors Trust that are not
subject to the 12b-1 fee. Group arrangements include those in which a trustee
or an employer, for example, purchases contracts covering a group of
individuals on a group basis. Group arrangements are not available for IRA
contracts. Sponsored arrangements include those in which an employer allows us
to sell contracts to its employees or retirees on an individual basis.

Our costs for sales, administration, and mortality generally vary with the
size and stability of the group or sponsoring


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42  CHARGES AND EXPENSES
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organization, among other factors. We take all these factors into account when
reducing charges. To qualify for reduced charges, a group or sponsored
arrangement must meet certain requirements, such as requirements for size and
number of years in existence. Group or sponsored arrangements that have been
set up solely to buy contracts or that have been in existence less than six
months will not qualify for reduced charges.

We also may establish different rates to maturity for the fixed maturity
options under different classes of contracts for group or sponsored
arrangements.

We will make these and any similar reductions according to our rules in effect
when we approve a contract for issue. We may change these rules from time to
time. Any variation will reflect differences in costs or services and will not
be unfairly discriminatory.

Group or sponsored arrangements may be governed by federal income tax rules,
ERISA, or both. We make no representations with regard to the impact of these
and other applicable laws on such programs. We recommend that employers,
trustees, and others purchasing or making contracts available for purchase
under such programs seek the advice of their own legal and benefits advisers.

OTHER DISTRIBUTION ARRANGEMENTS

We may reduce or eliminate charges when sales are made in a manner that result
in savings of sales and administrative expenses, such as sales through persons
who are compensated by clients for recommending investments and who receive no
commission or reduced commissions in connection with the sale of the
contracts. We will not permit a reduction or elimination of charges where it
would be unfairly discriminatory.


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                                                     PAYMENT OF DEATH BENEFIT 43
- --------------------------------------------------------------------------------


6
Payment of death benefit


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

YOUR BENEFICIARY AND PAYMENT OF BENEFIT

You designate your beneficiary when you apply for your contract. You may
change your beneficiary at any time. The change will be effective on the date
the written request for the change is received in our processing office. We
are not responsible for any beneficiary change request that we do not receive.
We will send you a written confirmation when we receive your request. Under
jointly owned contracts, the surviving owner is considered the beneficiary,
and will take the place of any other beneficiary. You may be limited as to the
beneficiary you can designate in a Rollover TSA contract. In a QP contract,
the beneficiary must be the trustee.

The death benefit is equal to your account value, or, if greater, the
guaranteed minimum death benefit. The guaranteed minimum death benefit is part
of your contract, whether you select the combined baseBUILDER benefit or not.
We determine the amount of the death benefit as of the date we receive
satisfactory proof of the annuitant's death and any required instructions for
the method of payment. Under Rollover TSA contracts we will deduct the amount
of any outstanding loan plus accrued interest from the amount of the death
benefit.

EFFECT OF THE ANNUITANT'S DEATH

If the annuitant dies before the annuity payments begin, we will pay the death
benefit to your beneficiary.

Generally, the death of the annuitant terminates the contract. However, a
beneficiary who is the surviving spouse of the owner/annuitant can choose to
be treated as the successor owner/annuitant and continue the contract. Only a
spouse can be a successor owner/annuitant. A successor owner/annuitant, can
only be named under NQ and IRA contracts.

For Rollover IRA and Flexible Premium IRA contracts, a beneficiary who is not
a surviving spouse may be able to have limited ownership as discussed under
"Beneficiary continuation option for Rollover IRA and Flexible Premium IRA
contracts" below.

WHEN AN NQ CONTRACT OWNER DIES BEFORE THE ANNUITANT

Under certain conditions the owner can change after the original owner's
death. When you are not the annuitant under an NQ contract and you die before
annuity payments begin, the beneficiary named to receive the death benefit
upon the annuitant's death will automatically become the successor owner. If
you do not want the beneficiary to be the successor owner, you should name a
specific successor owner. You may name a successor owner at any time by
sending satisfactory notice to our processing office. If the contract is
jointly owned and the first owner to die is not the annuitant, the surviving
owner becomes the sole contract owner. This person will be considered the
successor owner for purposes of the distribution rules described in this
section. The surviving owner automatically takes the place of any other
beneficiary designation.

Unless the surviving spouse of the owner who has died (or in the case of a
joint ownership situation, the surviving spouse of the first owner to die) is
the successor owner for this purpose, the entire interest in the contract must
be distributed under the following rules:

o The cash value of the contract must be fully paid to the designated
  beneficiary (new owner) by December 31st of the fifth calendar year after your
  death (or in a joint ownership situation, the death of the first owner to
  die).

o The successor owner may instead elect to receive the cash value as a life
  annuity (or payments for a period certain of not longer than the new owner's
  life expectancy). Payments must begin no later than December 31st following
  the calendar year of the non-annuitant owner's death. Unless this alternative
  is elected, we will pay any cash value on December 31st of the fifth calendar
  year following the year of your death (or the death of the first owner to
  die).

o If the surviving spouse is the successor owner or joint owner, the spouse
  may elect to continue the contract. No distributions are required as long as
  the surviving spouse and annuitant are living.

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44  PAYMENT OF DEATH BENEFIT
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HOW DEATH BENEFIT PAYMENT IS MADE

We will pay the death benefit to the beneficiary in the form of the annuity
payout option you have chosen. If you have not chosen an annuity payout option
as of the time of the annuitant's death, the beneficiary will receive the
death benefit in a single sum. However, subject to any exceptions in the
contract, our rules and any applicable requirements under federal income tax
rules, the beneficiary may elect to apply the death benefit to one or more
annuity payout options we offer at the time. See "Choosing your annuity payout
options" under "Accessing your money" earlier in this prospectus. Please note
that if you are both the contract owner and the annuitant, you may elect only
a life annuity or an annuity that does not extend beyond the life expectancy
of the beneficiary.

SUCCESSOR OWNER AND ANNUITANT

If you are both the contract owner and the annuitant, and your spouse is the
sole beneficiary or the joint owner, then your spouse may elect to receive the
death benefit or continue the contract as successor owner/annuitant.

If your surviving spouse decides to continue the contract, then on the
contract date anniversary following your death, we will increase the account
value to equal your current guaranteed minimum death benefit, if it is higher
than the account value. In determining whether the guaranteed minimum death
benefit will continue to grow, we will use your surviving spouse's age (as of
the contract date anniversary).

BENEFICIARY CONTINUATION OPTION FOR ROLLOVER IRA AND FLEXIBLE PREMIUM IRA
CONTRACTS

Upon your death under a Rollover IRA or Flexible Premium IRA contract, a
nonspouse beneficiary may generally elect to keep the contract in your name
and receive distributions under the contract instead of the death benefit
being paid in a single sum.

If you die AFTER the "Required Beginning Date" (see "Tax information") for
required minimum distributions, the contract will continue if:

(a) you were receiving minimum distribution withdrawals from this contract; and

(b) the pattern of minimum distribution withdrawals you chose was based in
    part on the life of the designated beneficiary.

The withdrawals will then continue to be paid to the beneficiary on the same
basis as you chose before your death. We will be able to tell your beneficiary
whether this option is available to them. You should contact our processing
office for further information.

If you die BEFORE the Required Beginning Date (and therefore you were not
taking minimum distribution withdrawals under the contract), an eligible
beneficiary may take minimum distribution withdrawals under the contract. We
will increase the account value to equal the death benefit if the death
benefit is greater than the account value. That amount will be used to provide
the withdrawals. If the eligible beneficiary elects as described in the next
paragraph, these withdrawals will begin by December 31st of the calendar year
following your death. These withdrawals will be based on the beneficiary's
life expectancy. If there is more than one beneficiary, the shortest life
expectancy is used. An eligible beneficiary can choose instead to continue the
contract in your name without having to take annual withdrawals. If the
beneficiary chooses this option, all amounts must be distributed from the
contract by December 31 of the fifth calendar year following your death.

The designated beneficiary must be a natural person and of legal age at the
time of election. The beneficiary must elect this option within 30 days
following the date we receive proof of your death. The death benefit will be
paid to the beneficiary according to our standard procedures, unless an
election is made within 30 days to: (1) receive the death benefit; (2)
continue the contract and take annual withdrawals as described above; or (3)
defer payment of the account value for up to five years.

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While the contract continues in your name, the beneficiary may make transfers
among the investment options. However, additional contributions will not be
permitted and the guaranteed minimum income benefit and the death benefit
(including the guaranteed minimum death benefit) provisions will no longer be
in effect. Although the only withdrawals that will be permitted are minimum
distribution withdrawals, the beneficiary may choose at any time to withdraw
all of the account value and no withdrawal charges will apply.

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7
Tax information
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OVERVIEW

In this part of the prospectus, we discuss the current federal income tax
rules that generally apply to Equitable Accumulator contracts owned by United
States taxpayers. The tax rules can differ, depending on the type of contract,
whether NQ, Rollover IRA, Flexible Premium IRA, Roth Conversion IRA, Flexible
Premium Roth IRA, QP, or Rollover TSA. Therefore, we discuss the tax aspects
of each type of contract separately.

Federal income tax rules include the United States laws in the Internal
Revenue Code, and Treasury Department Regulations and Internal Revenue Service
("IRS") interpretations of the Internal Revenue Code. These tax rules may
change. We cannot predict whether, when, or how these rules could change. Any
change could affect contracts purchased before the change.

We cannot provide detailed information on all tax aspects of the contracts.
Moreover, the tax aspects that apply to a particular person's contract may
vary depending on the facts applicable to that person. We do not discuss state
income and other state taxes, federal income tax, and withholding rules for
non-U.S. taxpayers, or federal gift and estate taxes. Transfers of the
contract, rights under the contract, or payments under the contract may be
subject to gift or estate taxes. You should not rely only on this document,
but should consult your tax adviser before your purchase.

If you are buying a contract to fund a retirement plan that already provides
tax deferral under sections of the Internal Revenue Code (IRA, QP, and
Rollover TSA), you should do so for the contract's features and benefits other
than tax deferral. In such situations, the tax deferral of the contract does
not provide additional benefits.

TRANSFERS AMONG INVESTMENT OPTIONS

You can make transfers among investment options inside the contract without
triggering taxable income.

TAXATION OF NONQUALIFIED ANNUITIES

CONTRIBUTIONS

You may not deduct the amount of your contributions to a nonqualified annuity
contract.

CONTRACT EARNINGS

Generally, you are not taxed on contract earnings until you receive a
distribution from your contract, whether as a withdrawal or as an annuity
payment. However, earnings are taxable, even without a distribution:

o if a contract fails investment diversification requirements as specified in
  federal income tax rules (these rules are based on or are similar to those
  specified for mutual funds under the securities laws);

o if you transfer a contract, for example, as a gift to someone other than
  your spouse (or former spouse);

o if you use a contract as security for a loan (in this case, the amount
  pledged will be treated as a distribution); and

o if the owner is other than an individual (such as a corporation,
  partnership, trust, or other non-natural person).

All nonqualified deferred annuity contracts that Equitable Life and its
affiliates issue to you during the same calendar year are linked together and
treated as one contract for calculating the taxable amount of any distribution
from any of those contracts.

ANNUITY PAYMENTS

Once annuity payments begin, a portion of each payment is taxable as ordinary
income. You get back the remaining portion without paying taxes on it. This is
your "investment in the contract." Generally, your investment in the contract
equals the contributions you made, less any amounts you previously withdrew
that were not taxable.

For fixed annuity payments, the tax-free portion of each payment is determined
by (1) dividing your investment in the contract by the total amount you are
expected to receive out of the contract, and (2) multiplying the result by the
amount

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of the payment. For variable annuity payments, your investment in the contract
divided by the number of expected payments is your tax-free portion of each
payment.

Once you have received the amount of your investment in the contract, all
payments after that are fully taxable. If payments under a life annuity stop
because the annuitant dies, there is an income tax deduction for any
unrecovered investment in the contract.

PAYMENTS MADE BEFORE ANNUITY PAYMENTS BEGIN

If you make withdrawals before annuity payments begin under your contract,
they are taxable to you as ordinary income if there are earnings in the
contract. Generally, earnings are your account value less your investment in
the contract. If you withdraw an amount which is more than the earnings in the
contract as of the date of the withdrawal, the balance of the distribution is
treated as a return of your investment in the contract and is not taxable.

CONTRACTS PURCHASED THROUGH EXCHANGES

You may purchase your NQ contract through an exchange of another contract.
Normally, exchanges of contracts are taxable events. The exchange will not be
taxable under Section 1035 of the Internal Revenue Code if:

o the contract that is the source of the funds you are using to purchase the
  NQ contract is another nonqualified deferred annuity contract or life
  insurance or endowment contract.

o the owner and the annuitant are the same under the source contract and the
  Equitable Accumulator NQ contract. If you are using a life insurance or
  endowment contract the owner and the insured must be the same on both sides of
  the exchange transaction.

The tax basis of the source contract carries over to the Equitable Accumulator
NQ contract.

SURRENDERS

If you surrender or cancel the contract, the distribution is taxable as
ordinary income (not capital gain) to the extent it exceeds your investment in
the contract.

DEATH BENEFIT PAYMENTS MADE TO A BENEFICIARY AFTER YOUR DEATH

For the rules applicable to death benefits, see "Payment of death benefit"
earlier in this prospectus. The tax treatment of a death benefit taken as a
single sum is generally the same as the tax treatment of a withdrawal from or
surrender of your contract. The tax treatment of a death benefit taken as
annuity payments is generally the same as the tax treatment of annuity
payments under your contract.

EARLY DISTRIBUTION PENALTY TAX

If you take distributions before you are age 59 1/2 a penalty tax of 10% of
the taxable portion of your distribution applies in addition to the income
tax. The extra penalty tax does not apply to pre-age 59 1/2 distributions
made:

o on or after your death; or

o because you are disabled (special federal income tax definition); or

o in the form of substantially equal periodic annuity payments for your life
  (or life expectancy) or the joint lives (or joint life expectancy) of you and
  a beneficiary.

SPECIAL RULES FOR NQ CONTRACTS ISSUED IN PUERTO RICO

Under current law we treat income from NQ contracts as U.S. source. A
Puerto Rico resident is subject to U.S. taxation on such U.S. source income.
Only Puerto Rico source income of Puerto Rico residents is excludable from
U.S. taxation. Income from NQ contracts is also subject to Puerto Rico tax.
The calculation of the taxable portion of amounts distributed from a contract
may differ in the two jurisdictions. Therefore, you might have to file both
U.S. and Puerto Rico tax returns, showing different amounts of income from the
contract for each tax return. Puerto Rico generally provides a credit against
Puerto Rico tax for U.S. tax paid. Depending on your personal situation and
the timing of the different tax liabilities, you may not be able to take full
advantage of this credit.

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INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS)

GENERAL

"IRA" stands for individual retirement arrangement. There are two basic types
of such arrangements, individual retirement accounts and individual retirement
annuities. In an individual retirement account, a trustee or custodian holds the
assets for the benefit of the IRA owner. The assets can include mutual funds and
certificates of deposit. In an individual retirement annuity, an insurance
company issues an annuity contract that serves as the IRA.

There are two basic types of IRAs, as follows:

o Traditional IRAs, typically funded on a pre-tax basis including SEP-IRAs and
  SIMPLE-IRAs, issued and funded in connection with employer-sponsored
  retirement plans; and

o Roth IRAs, first available in 1998, funded on an after-tax basis.

Regardless of the type of IRA, your ownership interest in the IRA cannot be
forfeited. You or your beneficiaries who survive you are the only ones who can
receive the IRA's benefits or payments.

You can hold your IRA assets in as many different accounts and annuities as you
would like, as long as you meet the rules for setting up and making
contributions to IRAs. However, if you own multiple IRAs, you may be required
to combine IRA values or contributions for tax purposes. For further information
about individual retirement arrangements, you can read Internal Revenue Service
Publication 590 ("Individual Retirement Arrangements (IRAs)"). This publication
is usually updated annually, and can be obtained from any IRS district office or
the IRS Web site (http://www.irs.ustreas.gov).

Equitable Life designs its traditional IRA contracts to qualify as
individual retirement annuities under Section 408(b) of the Internal
Revenue Code. You may purchase the contract as a traditional IRA or Roth
IRA. The traditional IRAs we offer are the Rollover IRA and Flexible
Premium IRA. The versions of the Roth IRA available are the Roth
Conversion IRA and Flexible Premium Roth IRA. This prospectus contains
the information that the IRS requires you to have before you purchase an
IRA. This section of the prospectus covers some of the special tax rules
that apply to IRAs. The next section covers Roth IRAs. Education IRAs are
not discussed in this prospectus because they are not available in
individual retirement annuity form.

The Equitable Accumulator IRA contract has been approved by the IRS as to
form for use as a traditional IRA. We have submitted the Roth IRA version
for formal IRS approval. This IRS approval is a determination only as to
the form of the annuity. It does not represent a determination of the
merits of the annuity as an investment. The IRS approval does not address
every feature possibly available under the Equitable Accumulator IRA
contract.

CANCELLATION

You can cancel an Equitable Accumulator IRA contract by following the
directions under "Your right to cancel within a certain number of days" under
"Contract features and benefits" earlier in the prospectus. You can cancel an
Equitable Accumulator Roth Conversion IRA contract issued as a result of a
full conversion of an Equitable Accumulator Rollover IRA or Flexible Premium
IRA contract by following the instructions in the request for full conversion
form. The form is available from our processing office or your registered
representative. If you cancel an IRA contract, we may have to withhold tax,
and we must report the transaction to the IRS. A contract cancellation could
have an unfavorable tax impact.

TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES
(TRADITIONAL IRAS)

CONTRIBUTIONS TO TRADITIONAL IRAS.  Individuals may make three different types
of contributions to a traditional IRA:

o regular contributions out of earned income or compensation; or

o tax-free "rollover" contributions; or

o direct custodian-to-custodian transfers from other traditional IRAs ("direct
  transfers").

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Regular traditional IRA, direct transfer, and rollover contributions may be
made to a Flexible Premium IRA contract. We only permit direct transfer and
rollover contributions under a Rollover IRA contract. See "Rollovers and
transfers" below.

REGULAR CONTRIBUTIONS TO TRADITIONAL IRAS

LIMITS ON CONTRIBUTIONS. Generally, $2,000 is the maximum amount that you may
contribute to all IRAs (including Roth IRAs) in any taxable year. When your
earnings are below $2,000, your earned income or compensation for the year is
the most you can contribute. This $2,000 limit does not apply to rollover
contributions or direct custodian-to-custodian transfers into a traditional
IRA. You cannot make regular traditional IRA contributions for the tax year in
which you reach age 70 1/2 or any tax year after that.

SPECIAL RULES FOR SPOUSES. If you are married and file a joint income tax
return, you and your spouse may combine your compensation to determine the
amount of regular contributions you are permitted to make to traditional IRAs
(and Roth IRAs discussed below). Even if one spouse has no compensation or
compensation under $2,000, married individuals filing jointly can contribute
up to $4,000 for any taxable year to any combination of traditional IRAs and
Roth IRAs. (Any contributions to Roth IRAs reduce the ability to contribute to
traditional IRAs and vice versa.) The maximum amount may be less if earned
income is less and the other spouse has made IRA contributions. No more than a
combined total of $2,000 can be contributed annually to either spouse's
traditional and Roth IRAs. Each spouse owns his or her traditional IRAs and
Roth IRAs even if the other spouse funded the contributions. A working spouse
age 70 1/2 or over can contribute up to the lesser of $2,000 or 100% of
"earned income" to a traditional IRA for a nonworking spouse until the year in
which the nonworking spouse reaches age 70 1/2.

DEDUCTIBILITY OF CONTRIBUTIONS. The amount of traditional IRA contributions
that you can deduct for a tax year depends on whether you are covered by an
employer-sponsored tax-favored retirement plan, as defined under special
federal income tax rules. Your Form W-2 will indicate whether or not you are
covered by such a retirement plan.

IF YOU ARE NOT COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, you
can make fully deductible contributions to your traditional IRAs for each tax
year up to $2,000 or, if less, your earned income.

IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
adjusted gross income (AGI) is BELOW THE LOWER DOLLAR FIGURE IN A PHASE-OUT
RANGE, you can make fully deductible contributions to your traditional IRAs.
For each tax year, your fully deductible contribution can be up to $2,000 or,
if less, your earned income.

IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
AGI falls within a phase-out range, you can make PARTIALLY DEDUCTIBLE
CONTRIBUTIONS to your traditional IRAs.

IF YOU ARE COVERED BY A RETIREMENT PLAN DURING ANY PART OF THE YEAR, and your
AGI falls ABOVE THE HIGHER FIGURE IN THE PHASE-OUT RANGE, you may not deduct
any of your regular contributions to your traditional IRAs.

If you are single and covered by a retirement plan during any part of the
taxable year, the deduction for traditional IRA contributions phases out with
AGI between $31,000 and $41,000 in 1999. This range will increase every year
until 2005 when the range is $50,000-$60,000.

If you are married and file a joint return, and you are covered by a
retirement plan during any part of the taxable year, the deduction for
traditional IRA contributions phases out with AGI between $51,000 and $61,000
in 1999. This range will increase every year until 2007 when the range is
$80,000-$100,000.

Married individuals filing separately and living apart at all times are not
considered married for purposes of this deductible contribution calculation.
Generally, the active participation in an employer-sponsored retirement plan
of an

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individual is determined independently for each spouse. Where spouses have
"married filing jointly" status, however, the maximum deductible traditional
IRA contribution for an individual who is not an active participant (but whose
spouse is an active participant) is phased out for taxpayers with AGI of
between $150,000 and $160,000.

To determine the deductible amount of the contribution in 1999, you determine
AGI and subtract $31,000 if you are single, or $51,000 if you are married and
file a joint return with your spouse. The resulting amount is your excess AGI.
You then determine the limit on the deduction for traditional IRA
contributions using the following formula:

($10,000-excess AGI)    times    $2,000 (or earned    Equals    the adjusted
 divided by $10,000      x        income, if less)      =       deductible
                                                                contribution
                                                                limit

NONDEDUCTIBLE REGULAR CONTRIBUTIONS. If you are not eligible to deduct part or
all of the traditional IRA contribution, you may still make nondeductible
contributions on which earnings will accumulate on a tax-deferred basis. The
combined deductible and nondeductible contributions to your traditional IRA
(or the nonworking spouse's traditional IRA) may not, however, exceed the
maximum $2,000 per person limit. See "Excess contributions" below. You must
keep your own records of deductible and nondeductible contributions in order
to prevent double taxation on the distribution of previously taxed amounts.
See "Withdrawals, payments and transfers of funds out of traditional IRAs"
below.

If you are making nondeductible contributions in any taxable year, or you have
made nondeductible contributions to a traditional IRA in prior years and are
receiving distributions from any traditional IRA, you must file the required
information with the IRS. Moreover, if you are making nondeductible
traditional IRA contributions, you must retain all income tax returns and
records pertaining to such contributions until interests in all traditional
IRAs are fully distributed.

WHEN YOU CAN MAKE REGULAR CONTRIBUTIONS. If you file your tax returns on a
calendar year basis like most taxpayers, you have until the April 15 return
filing deadline (without extensions) of the following calendar year to make
your regular traditional IRA contributions for a tax year.

EXCESS CONTRIBUTIONS

Excess contributions to IRAs are subject to a 6% excise tax for the year in
which made and for each year after until withdrawn. The following are excess
contributions to IRAs:

o regular contributions of more than $2,000; or

o regular contributions of more than earned income for the year, if that
  amount is under $2,000; or

o regular contributions to a traditional IRA made after you reach age 70 1/2;
  or

o rollover contributions of amounts which are not eligible to be rolled over.
  For example, after-tax contributions to a qualified plan or minimum
  distributions required to be made after age 70 1/2.

You can avoid the excise tax by withdrawing an excess contribution (rollover
or regular) before the due date (including extensions) for filing your federal
income tax return for the year. If it is an excess regular traditional IRA
contribution, you cannot take a tax deduction for the amount withdrawn. You do
not have to include the excess contribution withdrawn as part of your income.
It is also not subject to the 10% additional penalty tax on early
distributions, discussed below under "Early distribution penalty tax." You do
have to withdraw any earnings that are attributed to the excess contribution.
The withdrawn earnings would be included in your gross income and could be
subject to the 10% penalty tax.

Even after the due date for filing your return, you may withdraw an excess
rollover contribution, without income inclusion or 10% penalty, if:

(1) the rollover was from a qualified retirement plan to a traditional IRA;

(2) the excess contribution was due to incorrect information that the plan
    provided; and

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(3) you took no tax deduction for the excess contribution.

RECHARACTERIZATIONS

Amounts that have been contributed as traditional IRA funds may subsequently
be treated as Roth IRA funds. Special federal income tax rules allow you to
change your mind again and have amounts that are subsequently treated as Roth
IRA funds, once again treated as traditional IRA funds. You do this by using
the forms we prescribe. This is referred to as having "recharacterized" your
contribution.

ROLLOVERS AND TRANSFERS

Rollover contributions may be made to a traditional IRA from these sources:

o  qualified plans;

o  TSAs (including Internal Revenue Code Section 403(b)(7) custodial accounts);
   and

o  other traditional IRAs.

Any amount contributed to a traditional IRA after you reach age 70 1/2 must
be net of your required minimum distribution for the year in which the
rollover or direct transfer contribution is made.

ROLLOVERS FROM QUALIFIED PLANS OR TSAS

There are two ways to do rollovers:

o Do it yourself
  You actually receive a distribution that can be rolled over and you roll it
  over to a traditional IRA within 60 days after the date you receive the funds.
  The distribution from your qualified plan or TSA will be net of 20% mandatory
  federal income tax withholding. If you want, you can replace the withheld
  funds yourself and roll over the full amount.

o Direct rollover
  You tell your qualified plan trustee or TSA issuer/custodian/fiduciary to send
  the distribution directly to your traditional IRA issuer. Direct rollovers are
  not subject to mandatory federal income tax withholding.

  All distributions from a TSA or qualified plan are eligible rollover
  distributions, unless the distribution is:

o only after-tax contributions you made to the plan; or

o "required minimum distributions" after age 70 1/2 or separation from service;
  or

o substantially equal periodic payments made at least annually for your life
  (or life expectancy) or the joint lives (or joint life expectancies) of you
  and your designated beneficiary; or

o a hardship withdrawal; or

o substantially equal periodic payments made for a specified period of 10 years
  or more; or

o corrective distributions that fit specified technical tax rules; or

o loans that are treated as distributions; or

o a death benefit payment to a beneficiary who is not your surviving spouse; or

o a qualified domestic relations order distribution to a beneficiary who
  is not your current spouse or former spouse.

ROLLOVERS FROM TRADITIONAL IRAS TO TRADITIONAL IRAS

You may roll over amounts from one traditional IRA to one or more of your
other traditional IRAs if you complete the transaction within 60 days after
you receive the funds. You may make such a rollover only once in every
12-month period for the same funds. Trustee-to-trustee or custodian-to-custodian
direct transfers are not rollover transactions. You can make these more
frequently than once in every 12-month period.

The surviving spouse beneficiary of a deceased individual can roll over or
directly transfer an inherited traditional IRA to one or more other
traditional IRAs. Also, in some cases, traditional IRAs can be transferred on
a tax-free basis between spouses or former spouses as a result of a
court-ordered divorce or separation decree.

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WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF TRADITIONAL IRAS

NO FEDERAL INCOME TAX LAW RESTRICTIONS ON WITHDRAWALS. You can withdraw any or
all of your funds from a traditional IRA at any time. You do not need to wait
for a special event like retirement.

TAXATION OF PAYMENTS. Earnings in traditional IRAs are not subject to federal
income tax until you or your beneficiary receive them. Taxable payments or
distributions include withdrawals from your contract, surrender of your
contract, and annuity payments from your contract. Death benefits are also
taxable. Except as discussed below, the total amount of any distribution from
a traditional IRA must be included in your gross income as ordinary income.

If you have ever made nondeductible IRA contributions to any traditional IRA
(it does not have to be to this particular traditional IRA contract), those
contributions are recovered tax free when you get distributions from any
traditional IRA. You must keep permanent tax records of all of your
nondeductible contributions to traditional IRAs. At the end of any year in
which you have received a distribution from any traditional IRA, you calculate
the ratio of your total nondeductible traditional IRA contributions (less any
amounts previously withdrawn tax free) to the total account balances of all
traditional IRAs you own at the end of the year plus all traditional IRA
distributions made during the year. Multiply this by all distributions from
the traditional IRA during the year to determine the nontaxable portion of
each distribution.

In addition, a distribution is not taxable if:

o the amount received is a withdrawal of excess contributions, as described
  under "Excess contributions" above; or

o the entire amount received is rolled over to another traditional IRA (see
  "Rollovers and transfers" above); or

o in certain limited circumstances, where the traditional IRA acts as a
  "conduit," you roll over the entire amount into a qualified plan or TSA that
  accepts rollover contributions. To get this conduit traditional IRA treatment:

o the source of funds you used to establish the traditional IRA must have been
  a rollover contribution from a qualified plan; and

o the entire amount received from the traditional IRA (including any earnings
  on the rollover contribution) must be rolled over into another qualified plan
  within 60 days of the date received.

Similar rules apply in the case of a TSA.

However, you may lose conduit treatment if you make an eligible rollover
distribution contribution to a traditional IRA and you commingle this
contribution with other contributions. In that case, you may not be able to
roll over these eligible rollover distribution contributions and earnings to
another qualified plan or TSA at a future date. The Rollover IRA contract can
be used as a conduit IRA if amounts are not commingled.

Distributions from a traditional IRA are not eligible for favorable five-year
averaging (or, in some cases, ten-year averaging and long-term capital gain
treatment) available to certain distributions from qualified plans.

REQUIRED MINIMUM DISTRIBUTIONS

LIFETIME REQUIRED MINIMUM DISTRIBUTIONS. You must start taking annual
distributions from your traditional IRAs beginning at age 70 1/2.

WHEN YOU HAVE TO TAKE THE FIRST REQUIRED MINIMUM DISTRIBUTION. The first
required minimum distribution is for the calendar year in which you turn age
70 1/2. You have the choice to take this first required minimum distribution
during the calendar year you actually reach age 70 1/2, or to delay taking it
until the first three-month period in the next calendar year (January 1 --
April 1). Distributions must start no later than your Required Beginning Date,
which is April 1st of the calendar year after the calendar year in which you
turn age 70 1/2.  If you choose to delay taking the first annual minimum
distribution, then you will have to take two minimum distributions in that
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one for the first year and the one actually for that year. Once minimum
distributions begin, they must be made at some time each year.

HOW YOU CAN CALCULATE REQUIRED MINIMUM DISTRIBUTIONS. There are two approaches
to taking required minimum distributions -- "account-based" or "annuity-based."

Account-based method. If you choose an account-based method, you divide the
value of your traditional IRA as of December 31st of the past calendar year by
a life expectancy factor from IRS tables. This gives you the required minimum
distribution amount for that particular IRA for that year. The required
minimum distribution amount will vary each year as the account value and your
life expectancy factors change.

You have a choice of life expectancy factors, depending on whether you choose
a method based only on your life expectancy, or the joint life expectancies of
you and another individual. You can decide to "recalculate" your life
expectancy every year by using your current life expectancy factor. You can
decide instead to use the "term certain" method, where you reduce your life
expectancy by one every year after the initial year. If your spouse is your
designated beneficiary for the purpose of calculating annual account-based
required minimum distributions, you can also annually recalculate your
spouse's life expectancy if you want. If you choose someone who is not your
spouse as your designated beneficiary for the purpose of calculating annual
account-based required minimum distributions, you have to use the term certain
method of calculating that person's life expectancy. If you pick a nonspouse
designated beneficiary, you may also have to do another special calculation.

You can later apply your traditional IRA funds to a life annuity-based payout.
You can only do this if you already chose to recalculate your life expectancy
annually (and your spouse's life expectancy if you select a spousal joint
annuity). For example, if you anticipate exercising your guaranteed minimum
income benefit or selecting any other form of life annuity payout after you
are age 70 1/2, you must have elected to recalculate life expectancies.

Annuity-based method. If you choose an annuity-based method, you do not have
to do annual calculations. You apply the account value to an annuity payout
for your life or the joint lives of you and a designated beneficiary, or for a
period certain not extending beyond applicable life expectancies.

DO YOU HAVE TO PICK THE SAME METHOD TO CALCULATE YOUR REQUIRED MINIMUM
DISTRIBUTIONS FOR ALL OF YOUR TRADITIONAL IRAS AND OTHER RETIREMENT PLANS? No.
If you want, you can choose a different method and a different beneficiary for
each of your traditional IRAs and other retirement plans. For example, you can
choose an annuity payout from one IRA, a different annuity payout from a
qualified plan, and an account-based annual withdrawal from another IRA.

WILL WE PAY YOU THE ANNUAL AMOUNT EVERY YEAR FROM YOUR TRADITIONAL IRA BASED
ON THE METHOD YOU CHOOSE? No, unless you affirmatively select an annuity
payout option or an account-based withdrawal option such as our minimum
distribution withdrawal option. Because the options we offer do not cover
every option permitted under federal income tax rules, you may prefer to do
your own required minimum distribution calculations for one or more of your
traditional IRAs.

WHAT IF YOU TAKE MORE THAN YOU NEED TO FOR ANY YEAR? The required minimum
distribution amount for your traditional IRAs is calculated on a year-by-year
basis. There are no carry-back or carry-forward provisions. Also, you cannot
apply required minimum distribution amounts you take from your qualified plans
to the amounts you have to take from your traditional IRAs and vice versa.
However, the IRS will let you calculate the required minimum distribution for
each traditional IRA that you maintain, using the method that you picked for
that particular IRA. You can add these required minimum distribution amount
calculations together. As long as the total amount you take out every year
satisfies your overall traditional IRA required minimum distribution amount,
you may choose to take your annual required minimum distribution from any one
or more traditional IRAs that you own.

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WHAT IF YOU TAKE LESS THAN YOU NEED TO FOR ANY YEAR?

Your IRA could be disqualified, and you could have to pay tax on the entire
value. Even if your IRA is not disqualified, you could have to pay a 50%
penalty tax on the shortfall (required amount for traditional IRAs less amount
actually taken). It is your responsibility to meet the required minimum
distribution rules. We will remind you when our records show that your age
70 1/2 is approaching. If you do not select a method with us, we will assume
you are taking your required minimum distribution from another traditional IRA
that you own.

WHAT ARE THE REQUIRED MINIMUM DISTRIBUTION PAYMENTS AFTER YOU DIE? If you die
after either (a) the start of annuity payments, or (b) your Required Beginning
Date, your beneficiary must receive payment of the remaining values in the
contract at least as rapidly as under the distribution method before your
death. In some circumstances, your surviving spouse may elect to become the
owner of the traditional IRA and halt distributions until he or she reaches
age 70 1/2.

If you die before your Required Beginning Date and before annuity payments
begin, federal income tax rules require complete distribution of your entire
value in the contract within five years after your death. Payments to a
designated beneficiary over the beneficiary's life or over a period certain
that does not extend beyond the beneficiary's life expectancy are also
permitted, if these payments start within one year of your death. A surviving
spouse beneficiary can also (a) delay starting any payments until you would
have reached age 70 1/2 or (b) roll over your traditional IRA into his or her
own traditional IRA.

SUCCESSOR ANNUITANT AND OWNER

If your spouse is the sole primary beneficiary and elects to become the
successor annuitant and owner, no death benefit is payable until your
surviving spouse's death.

PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

IRA death benefits are taxed the same as IRA distributions.

BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS

You cannot get loans from a traditional IRA. You cannot use a traditional IRA
as collateral for a loan or other obligation. If you borrow against your IRA
or use it as collateral, its tax-favored status will be lost as of the first
day of the tax year in which this prohibited event occurs. If this happens,
you must include the value of the traditional IRA in your federal gross
income. Also, the early distribution penalty tax of 10% will apply if you have
not reached age 59 1/2 before the first day of that tax year.

EARLY DISTRIBUTION PENALTY TAX

A penalty tax of 10% of the taxable portion of a distribution applies to
distributions from a traditional IRA made before you reach age 59 1/2. The
extra penalty tax does not apply to pre-age 59 1/2 distributions made:

o on or after your death; or

o because you are disabled (special federal income tax definition); or

o used to pay certain extraordinary medical expenses (special federal income
  tax definition); or

o used to pay medical insurance premiums for unemployed individuals (special
  federal income tax definition); or

o used to pay certain first-time home buyer expenses (special federal income
  tax definition; $10,000 lifetime total limit for these distributions from all
  your traditional and Roth IRAs); or

o used to pay certain higher education expenses (special federal income tax
  definition); or

o in the form of substantially equal periodic payments made at least annually
  over your life (or your life expectancy), or over the joint lives of you and
  your beneficiary (or your joint life expectancy) using an IRS-approved
  distribution method.

To meet this last exception, you could elect to apply your contract value to
an Income Manager (life annuity with a period certain) payout annuity contract
(level payments version). You could also elect the substantially equal

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withdrawals option. We will calculate the substantially equal annual payments
under a method we select based on guidelines issued by the IRS (currently
contained in IRS Notice 89-25, Question and Answer 12). Although substantially
equal withdrawals and Income Manager payments are not subject to the 10%
penalty tax, they are taxable as discussed in "Withdrawals, payments and
transfers of funds out of traditional IRAs" above. Once substantially equal
withdrawals or Income Manager annuity payments begin, the distributions should
not be stopped or changed until the later of your reaching age 59 1/2 or five
years after the date of the first distribution, or the penalty tax, including
an interest charge for the prior penalty avoidance, may apply to all prior
distributions under either option. Also, it is possible that the IRS could
view any additional withdrawal or payment you take from your contract as
changing your pattern of substantially equal withdrawals or Income Manager
payments for purposes of determining whether the penalty applies.

ROTH INDIVIDUAL RETIREMENT ANNUITIES (ROTH IRAS)

This section of the prospectus covers some of the special tax rules that apply
to Roth IRAs. If the rules are the same as those that apply to the traditional
IRA, we will refer you to the same topic under "traditional IRAs."

The Equitable Accumulator Roth IRA contract is designed to qualify as a Roth
individual retirement annuity under Sections 408A and 408(b) of the Internal
Revenue Code.

CONTRIBUTIONS TO ROTH IRAS

Individuals may make four different types of contributions to a Roth IRA:

o  regular after-tax contributions out of earnings; or

o  taxable rollover contributions from traditional IRAs ("conversion"
   contributions); or

o  tax-free rollover contributions from other Roth IRAs; or

o  tax-free direct custodian-to-custodian transfers from other Roth IRAs
   ("direct transfers").

Regular after-tax, direct transfer, and rollover contributions may be made to
a Flexible Premium Roth IRA contract. We only permit direct transfer and
rollover contributions under the Roth Conversion IRA contract. See "Rollovers
and direct transfers" below. If you use the forms we require, we will also
accept traditional IRA funds which are subsequently recharacterized as Roth
IRA funds following special federal income tax rules.

REGULAR CONTRIBUTIONS TO ROTH IRAS

LIMITS ON REGULAR CONTRIBUTIONS. Generally, $2,000 is the maximum amount that
you may contribute to all IRAs (including Roth IRAs) in any taxable year. This
$2,000 limit does not apply to rollover contributions or direct
custodian-to-custodian transfers into a Roth IRA. Any contributions to Roth
IRAs reduce your ability to contribute to traditional IRAs and vice versa.
When your earnings are below $2,000, your earned income or compensation for
the year is the most you can contribute. If you are married and file a joint
income tax return, you and your spouse may combine your compensation to
determine the amount of regular contributions you are permitted to make to
Roth IRAs and traditional IRAs. See the discussion above under traditional
IRAs.

With a Roth IRA, you can make regular contributions when you reach 70 1/2, as
long as you have sufficient earnings. But, you cannot make contributions for
any year that:

o your federal income tax filing status is "married filing jointly" and your
  adjusted gross income is over $160,000; or

o your federal income tax filing status is "single" and your adjusted gross
  income is over $110,000.

However, you can make regular Roth IRA contributions in reduced amounts when:

o your federal income tax filing status is "married filing jointly" and your
  adjusted gross income is between $150,000 and $160,000; or

o your federal income tax filing status is "single" and your adjusted gross
  income is between $95,000 and $110,000.
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If you are married and filing separately and your adjusted gross income is
between $0 and $10,000 the amount of regular contributions you are permitted
to make is phased out. If your adjusted gross income is more than $10,000 you
cannot make regular Roth IRA contributions.

WHEN YOU CAN MAKE CONTRIBUTIONS. Same as traditional IRAs.

DEDUCTIBILITY OF CONTRIBUTIONS. Roth IRA contributions are not tax deductible.

ROLLOVERS AND DIRECT TRANSFERS

WHAT IS THE DIFFERENCE BETWEEN ROLLOVER AND DIRECT TRANSFER TRANSACTIONS? You
may make rollover contributions to a Roth IRA from only two sources:

o  another Roth IRA ("tax-free rollover contribution"); or

o  another traditional IRA, including a SEP-IRA or SIMPLE-IRA, in a taxable
   conversion rollover ("conversion contribution").

You may not make contributions to a Roth IRA from a qualified plan under
Section 401(a) of the Internal Revenue Code, or a TSA under Section 403(b) of
the Internal Revenue Code. You may make direct transfer contributions to a
Roth IRA only from another Roth IRA.

The difference between a rollover transaction and a direct transfer
transaction is the following: in a rollover transaction you actually take
possession of the funds rolled over, or are considered to have received them
under tax law in the case of a change from one type of plan to another. In a
direct transfer transaction, you never take possession of the funds, but
direct the first Roth IRA custodian, trustee, or issuer to transfer the first
Roth IRA funds directly to Equitable Life, as the Roth IRA issuer. You can
make direct transfer transactions only between identical plan types (for
example, Roth IRA to Roth IRA). You can also make rollover transactions
between identical plan types. However, you can only use rollover transactions
between different plan types (for example, traditional IRA to Roth IRA).

You may make both Roth IRA to Roth IRA rollover transactions and Roth IRA to
Roth IRA direct transfer transactions. This can be accomplished on a
completely tax-free basis. However, you may make Roth IRA to Roth IRA rollover
transactions only once in any 12-month period for the same funds.
Trustee-to-trustee or custodian-to-custodian direct transfers can be made more
frequently than once a year. Also, if you send us the rollover contribution to
apply it to a Roth IRA, you must do so within 60 days after you receive the
proceeds from the original IRA to get rollover treatment.

The surviving spouse beneficiary of a deceased individual can roll over or
directly transfer an inherited Roth IRA to one or more other Roth IRAs. In
some cases, Roth IRAs can be transferred on a tax-free basis between spouses
or former spouses as a result of a court-ordered divorce or separation decree.

CONVERSION CONTRIBUTIONS TO ROTH IRAS

In a conversion rollover transaction, you withdraw (or are considered to have
withdrawn) all or a portion of funds from a traditional IRA you maintain and
convert it to a Roth IRA within 60 days after you receive (or are considered
to have received) the traditional IRA proceeds. Unlike a rollover from a
traditional IRA to another traditional IRA, the conversion rollover
transaction is not tax-free. Instead, the distribution from the traditional
IRA is generally fully taxable. For this reason, we are required to withhold
10% federal income tax from the amount converted unless you elect out of such
withholding. If you have ever made nondeductible regular contributions to any
traditional IRA -- whether or not it is the traditional IRA you are converting
- -- a pro rata portion of the distribution is tax free.

There is, however, no early distribution penalty tax on the traditional IRA
withdrawal that you are converting to a Roth IRA, even if you are under age
59 1/2.

You cannot make conversion contributions to a Roth IRA for any taxable year in
which your adjusted gross income exceeds $100,000. For this purpose, your
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income is computed without the gross income stemming from the traditional IRA
conversion. You also cannot make conversion contributions to a Roth IRA for
any taxable year in which your federal income tax filing status is "married
filing separately."

Finally, you cannot make conversion contributions to a Roth IRA to the extent
that the funds in your traditional IRA are subject to the annual required
minimum distribution rule applicable to traditional IRAs beginning at age
70 1/2.

WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF ROTH IRAS

NO FEDERAL INCOME TAX LAW RESTRICTIONS ON WITHDRAWALS. You can withdraw any or
all of your funds from a Roth IRA at any time; you do not need to wait for a
special event like retirement.

DISTRIBUTIONS FROM ROTH IRAS

Distributions include withdrawals from your contract, surrender of your
contract, and annuity payments from your contract. Death benefits are also
distributions.

The following distributions from Roth IRAs are free of income tax:

o  Rollover from a Roth IRA to another Roth IRA;

o  Direct transfer from a Roth IRA to another Roth IRA;

o  Qualified distributions from a Roth IRA; and

o  Return of excess contributions or amounts recharacterized to a traditional
   IRA.

QUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Qualified distributions from Roth IRAs
made because of one of the following four qualifying events or reasons are not
includable in income:

o  you reach age 59 1/2; or

o  you die; or

o  you become disabled (special federal income tax definition); or

o  your distribution is a "qualified first-time homebuyer distribution"
   (special federal income tax definition; $10,000 lifetime total limit for
   these distributions from all of your traditional and Roth IRAs).

You also have to meet a five-year aging period. A qualified distribution is
any distribution made after the five-taxable- year period beginning with the
first taxable year for which you made any contribution to any Roth IRA
(whether or not the one from which the distribution is being made). It is not
possible to have a tax-free qualified distribution before the year 2003
because of the five-year aging requirement.

NONQUALIFIED DISTRIBUTIONS FROM ROTH IRAS. Nonqualified distributions from
Roth IRAs are distributions that do not meet the qualifying event and
five-year aging period tests described above. Such distributions are
potentially taxable as ordinary income. Nonqualified distributions receive
return-of-investment-first treatment. Only the difference between the amount
of the distribution and the amount of contributions to all of your Roth IRAs
is taxable. You have to reduce the amount of contributions to all of your Roth
IRAs to reflect any previous tax-free recoveries.

You must keep your own records of regular and conversion contributions to all
Roth IRAs to assure appropriate taxation. You may have to file information on
your contributions to and distributions from any Roth IRA on your tax return.
You may have to retain all income tax returns and records pertaining to such
contributions and distributions until your interests in all Roth IRAs are
distributed.

Like traditional IRAs, taxable distributions from a Roth IRA are not entitled
to the special favorable five-year averaging method (or, in certain cases,
favorable ten-year averaging and long-term capital gain treatment) available
in certain cases to distributions from qualified plans.

REQUIRED MINIMUM DISTRIBUTIONS AT DEATH

Same as traditional IRA under "What are the required minimum distribution
payments after you die?" Lifetime required minimum distributions do not apply.

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PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

Distributions to a beneficiary generally receive the same tax treatment as if
the distribution had been made to you.

BORROWING AND LOANS ARE PROHIBITED TRANSACTIONS

Same as traditional IRA.

EXCESS CONTRIBUTIONS


Same as traditional IRA, except that regular contributions made after age
70 1/2 are not excess contributions.

Excess rollover contributions to Roth IRAs are contributions not eligible to
be rolled over (for example, conversion contributions from a traditional IRA
if your adjusted gross income is in excess of $100,000 in the conversion
year).

You can withdraw or recharacterize any contribution to a Roth IRA before the
due date (including extensions) for filing your federal income tax return for
the tax year. If you do this, you must also withdraw or recharacterize any
earnings attributable to the contribution.

EARLY DISTRIBUTION PENALTY TAX

Same as traditional IRA.

For Roth IRAs, special penalty rules may apply to amounts withdrawn
attributable to 1998 conversion rollovers.

SPECIAL RULES FOR NONQUALIFIED CONTRACTS IN QUALIFIED PLANS

Under QP contracts your plan administrator or trustee notifies you as to tax
consequences. See Appendix II.

TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

GENERAL

This section of the prospectus covers some of the special tax rules that apply
to TSA contracts under Section 403(b) of the Internal Revenue Code (TSAs). If
the rules are the same as those that apply to another kind of contract, for
example, traditional IRAs, we will refer you to the same topic under
"traditional IRAs."

CONTRIBUTIONS TO TSAS

There are two ways you can make contributions to this Equitable Accumulator
Rollover TSA contract:

o a rollover from another TSA contract or arrangement that meets the
requirements of Section 403(b) of the Internal Revenue Code, or

o a full or partial direct transfer of assets ("direct transfer") from another
contract or arrangement that meets the requirements of Section 403(b) of the
Internal Revenue Code by means of IRS Revenue Ruling 90-24.

With appropriate written documentation satisfactory to us, we will accept
rollover contributions from "conduit IRAs" for TSA funds.

If you make a direct transfer, you must fill out our transfer form.

EMPLOYER-REMITTED CONTRIBUTIONS. The Equitable Accumulator Rollover TSA
contract does not accept employer-remitted contributions. However, we provide
the following discussion as part of our description of restrictions on the
distribution of funds directly transferred, which include employer-remitted
contributions to other TSAs.

Employer-remitted contributions to TSAs made through the employer's payroll
are subject to annual limits. (Tax-free transfer or tax-deferred rollover
contributions from another 403(b) arrangement are not subject to these annual
contribution limits.) Commonly, some or all of the contributions made to a TSA
are made under a salary reduction agreement between the employee and the
employer. These contributions are called "salary reduction" or "elective
deferral" contributions. However, a TSA can also be wholly or partially funded
through nonelective employer contributions or after-tax employee
contributions. Amounts attributable to salary reduction contributions to TSAs
are generally subject to withdrawal restrictions. Also, all amounts
attributable to investments in a 403(b)(7) custodial account are subject to
withdrawal restrictions discussed below.

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ROLLOVER OR DIRECT TRANSFER CONTRIBUTIONS. You may make rollover contributions
to your Equitable Accumulator Rollover TSA contract from TSAs under Section
403(b) of the Internal Revenue Code. Generally, you may make a rollover
contribution to a TSA when you have a distributable event from an existing TSA
as a result of your:

o termination of employment with the employer who provided the TSA funds; or

o reaching age 59 1/2 even if you are still employed; or

o disability (special federal income tax definition).

A transfer occurs when changing the funding vehicle, even if there is no
distributable event. Under a direct transfer, you do not receive a
distribution. We accept direct transfers of TSA funds under Revenue Ruling
90-24 only if:

o you give us acceptable written documentation as to the source of the funds,
  and

o the Equitable Accumulator contract receiving the funds has provisions at
  least as restrictive as the source contract.

Before you transfer funds to an Equitable Accumulator Rollover TSA contract,
you may have to obtain your employer's authorization or demonstrate that you
do not need employer authorization. For example, the transferring TSA may be
subject to Title I of ERISA, if the employer makes matching contributions to
salary reduction contributions made by employees. In that case, the employer
must continue to approve distributions from the plan or contract.

Your contribution to the Equitable Accumulator Rollover TSA must be net of the
required minimum distribution for the tax year in which we issue the contract
if:

o you are or will be at least age 70 1/2 in the current calendar year, and

o you have separated from service with the employer who provided the funds to
  purchase the TSA you are transferring or rolling over to the Equitable
  Accumulator Rollover TSA.

This rule applies regardless of whether the source of funds is a:

o  rollover by check of the proceeds from another TSA; or

o  direct rollover from another TSA; or

o  direct transfer under Revenue Ruling 90-24 from another TSA.

Further, you must use the same elections regarding recalculation of your life
expectancy (and if applicable, your spouse's life expectancy) if you have
already begun to receive required minimum distributions from or with respect
to the TSA from which you are making your contribution to the Equitable
Accumulator Rollover TSA. You must also elect or have elected a minimum
distribution calculation method requiring recalculation of your life
expectancy (and if applicable, your spouse's life expectancy) if you elect an
annuity payout for the funds in this contract subsequent to this year.

DISTRIBUTIONS FROM TSAS

GENERAL. Depending on the terms of the employer plan and your employment
status, you may have to get your employer's consent to take a loan or
withdrawal. Your employer will tell us this when you establish the TSA through
a direct transfer.

WITHDRAWAL RESTRICTIONS. If this is a Revenue Ruling 90-24 direct transfer, we
will treat all amounts transferred to this contract and any future earnings on
the amount transferred as not eligible for withdrawal until one of the
following events happens:

o you are separated from service with the employer who provided the funds to
  purchase the TSA you are transferring to the Equitable Accumulator Rollover
  TSA;

o you reach age 59 1/2; or

o you die; or

o you become disabled (special federal income tax definition); or

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o you take a hardship withdrawal (special federal income tax definition).

If any portion of the funds directly transferred to your TSA contract is
attributable to amounts that you invested in a 403(b)(7) custodial account,
such amounts, including earnings, are subject to withdrawal restrictions. With
respect to the portion of the funds that were never invested in a 403(b)(7)
custodial account, these restrictions apply to the salary reduction (elective
deferral) contributions to a TSA annuity contract you made and any earnings on
them. These restrictions do not apply to the amount directly transferred to
your TSA contract that represents your December 31, 1988 account balance
attributable to salary reduction contributions to a TSA annuity contract and
earnings. To take advantage of this grandfathering you must properly notify us
in writing at our processing office of your December 31, 1988 account balance
if you have qualifying amounts transferred to your TSA contract.

THIS PARAGRAPH APPLIES ONLY TO PARTICIPANTS IN A TEXAS OPTIONAL RETIREMENT
PROGRAM. Texas Law permits withdrawals only after one of the following
distributable events occur:

(1) the requirements for minimum distribution (discussed under "Required
    minimum distributions" below) are met; or

(2) death; or

(3) retirement; or

(4) termination of employment in all Texas public institutions of higher
    education.

For you to make a withdrawal, we must receive a properly completed written
acknowledgement from the employer. If a distributable event occurs before you
are vested, we will refund to the employer any amounts provided by an
employer's first-year matching contribution. We reserve the right to change
these provisions without your consent, but only to the extent necessary to
maintain compliance with applicable law. Loans are not permitted under Texas
Optional Retirement Programs.

TAX TREATMENT OF DISTRIBUTIONS. Amounts held under TSAs are generally not
subject to federal income tax until benefits are distributed. Distributions
include withdrawals from your TSA contract and annuity payments from your TSA
contract. Death benefits paid to a beneficiary are also taxable distributions.
Unless an exception applies, amounts distributed from TSAs are includable in
gross income as ordinary income. Distributions from TSAs may be subject to 20%
federal income tax withholding. See "Federal and state income tax withholding
and information reporting" below. In addition, TSA distributions may be
subject to additional tax penalties.

If you have made after-tax contributions, you will have a tax basis in your
TSA contract, which will be recovered tax-free. Since we do not track your
investment in the contract, if any, it is your responsibility to determine how
much of the distribution is taxable.

DISTRIBUTIONS BEFORE ANNUITY PAYMENTS BEGIN. On a total surrender, the amount
received in excess of the investment in the contract is taxable. We will
report the total amount of the distribution. The amount of any partial
distribution from a TSA prior to the annuity starting date is generally
taxable, except to the extent that the distribution is treated as a withdrawal
of after-tax contributions. Distributions are normally treated as pro rata
withdrawals of after-tax contributions and earnings on those contributions.

ANNUITY PAYMENTS. If you elect an annuity payout option, you will recover any
investment in the contract as each payment is received by dividing the
investment in the contract by an expected return determined under an IRS table
prescribed for qualified annuities. The amount of each payment not excluded
from income under this exclusion ratio is fully taxable. The full amount of
the payments received after your investment in the contract is recovered is
fully taxable. If you (and your beneficiary under a joint and survivor
annuity) die before recovering the full investment in the contract, a
deduction is allowed on your (or your beneficiary's) final tax return.

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PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

Death benefit distributions from a TSA generally receive the same tax
treatment as distributions during your lifetime. In some instances,
distributions from a TSA made to your surviving spouse may be rolled over to a
traditional IRA.

LOANS FROM TSAS

You may take loans from a TSA unless restricted by the employer (for example,
under an employer plan subject to ERISA). If you cannot take a loan, or cannot
take a loan without approval from the employer who provided the funds, we will
have this information in our records based on what you and the employer who
provided the TSA funds told us when you purchased your contract.

Loans are generally not treated as a taxable distribution. If the amount of
the loan exceeds permissible limits under federal income tax rules when made,
the amount of the excess is treated (solely for tax purposes) as a taxable
distribution. Additionally, if the loan is not repaid at least quarterly,
amortizing (paying down) interest and principal, the amount not repaid when
due will be treated as a taxable distribution. Under Proposed Treasury
Regulations the entire unpaid balance of the loan is includable in income in
the year of the default.

TSA loans are subject to federal income tax limits and may also be subject to
the limits of the plan from which the funds came. Federal income tax rule
requirements apply even if the plan is not subject to ERISA. For example,
loans offered by TSAs are subject to the following conditions:

o The amount of a loan to a participant, when combined with all other loans to
  the participant from all qualified plans of the employer, cannot exceed the
  lesser of (1) the greater of $10,000 or 50% of the participant's
  nonforfeitable accrued benefits and (2) $50,000 reduced by the excess (if any)
  of the highest outstanding loan balance over the previous twelve months over
  the outstanding loan balance of plan loans on the date the loan was made.

o In general, the term of the loan cannot exceed five years unless the loan is
  used to acquire the participant's primary residence. Equitable Accumulator
  Rollover TSA contracts have a term limit of 10 years for loans used to acquire
  the participant's primary residence.

o All principal and interest must be amortized in substantially level payments
  over the term of the loan, with payments being made at least quarterly.

The amount borrowed and not repaid may be treated as a distribution if:

o the loan does not qualify under the conditions above;

o the participant fails to repay the interest or principal when due; or

o in some instances, the participant separates from service with the employer
  who provided the funds or the plan is terminated.

In this case, the participant may have to include the unpaid amount due as
ordinary income. In addition, the 10% early distribution penalty tax may
apply. The amount of the unpaid loan balance is reported to the IRS on Form
1099-R as a distribution.

TAX-DEFERRED ROLLOVERS AND DIRECT TRANSFERS

You may roll over any "eligible rollover distribution" from a TSA into another
eligible retirement plan, either directly or within 60 days of your receiving
the distribution. To the extent rolled over, a distribution remains
tax-deferred.

You may roll over a distribution from a TSA to another TSA or to a traditional
IRA. A spousal beneficiary may roll over death benefits only to a traditional
IRA.

The taxable portion of most distributions will be eligible for rollover,
except as specifically excluded under federal income tax rules. Distributions
that you cannot roll over generally include periodic payments for life or for
a period of 10 years or more, hardship withdrawals, and required minimum
distributions under federal income tax rules.

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Direct transfers of TSA funds from one TSA to another under Revenue Ruling 90-24
are not distributions.

REQUIRED MINIMUM DISTRIBUTIONS

Same as traditional IRA with these differences:

WHEN YOU HAVE TO TAKE THE FIRST REQUIRED MINIMUM DISTRIBUTION. The minimum
distribution rules force TSA participants to start calculating and taking
annual distributions from their TSAs by a required date. Generally, you must
take the first required minimum distribution for the calendar year in which
you turn age 70 1/2. You may be able to delay the start of required minimum
distributions for all or part of your account balance until after age 70 1/2,
as follows:

o For TSA participants who have not retired from service with the employer who
  provided the funds for the TSA by the calendar year the participant turns age
  70 1/2, the required beginning date for minimum distributions is extended to
  April 1 following the calendar year of retirement.

o TSA plan participants may also delay the start of required minimum
  distributions to age 75 of the portion of their account value attributable to
  their December 31, 1986 TSA account balance, even if retired at age 70 1/2.
  We will know whether or not you qualify for this exception because it will
  only apply to people who establish their Equitable Accumulator Rollover TSA by
  direct Revenue Ruling 90-24 transfers. If you do not give us the amount of
  your December 31, 1986 account balance that is being transferred to the
  Equitable Accumulator Rollover TSA on the form used to establish the TSA, you
  do not qualify.

SPOUSAL CONSENT RULES

This will only apply to you if you establish your Equitable Accumulator
Rollover TSA by direct Revenue Ruling 90-24 transfer. Your employer will tell
us on the form used to establish the TSA whether or not you need to get
spousal consent for loans, withdrawals, or other distributions. If you do, you
will need such consent if you are married when you request a withdrawal under
the TSA contract. In addition, unless you elect otherwise with the written
consent of your spouse, the retirement benefits payable under the plan must be
paid in the form of a qualified joint and survivor annuity. A qualified joint
and survivor annuity is payable for the life of the annuitant with a survivor
annuity for the life of the spouse in an amount not less than one-half of the
amount payable to the annuitant during his or her lifetime. In addition, if
you are married, the beneficiary must be your spouse, unless your spouse
consents in writing to the designation of another beneficiary.

If you are married and you die before annuity payments have begun, payments
will be made to your surviving spouse in the form of a life annuity unless at
the time of your death a contrary election was in effect. However, your
surviving spouse may elect, before payments begin, to receive payments in any
form permitted under the terms of the TSA contract and the plan of the
employer who provided the funds for the TSA.

EARLY DISTRIBUTION PENALTY TAX

A penalty tax of 10% of the taxable portion of a distribution applies to
distributions from a TSA before you reach age 59 1/2. This is in addition to
any income tax. There are exceptions to the extra penalty tax. No penalty tax
applies to pre-age 59 1/2 distributions made:

o on or after your death; or

o because you are disabled (special federal income tax definition); or

o to pay for certain extraordinary medical expenses (special federal income tax
  definition); or

o if you are separated from service, any form of payout after you are age 55; or

o only if you are separated from service, a payout in the form of
  substantially equal periodic payments made at least annually over your life
  (or your life expectancy), or over the joint lives of you and your beneficiary
  (or your joint life expectancy) using an IRS-approved distribution method.

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FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING

We must withhold federal income tax from distributions from annuity contracts.
You may be able to elect out of this income tax withholding in some cases.
Generally, we do not have to withhold if your distributions are not taxable.
The rate of withholding will depend on the type of distribution and, in
certain cases, the amount of your distribution. Any income tax withheld is a
credit against your income tax liability. If you do not have sufficient income
tax withheld or do not make sufficient estimated income tax payments, you may
incur penalties under the estimated income tax rules.

You must file your request not to withhold in writing before the payment or
distribution is made. Our processing office will provide forms for this
purpose. You cannot elect out of withholding unless you provide us with your
correct Taxpayer Identification Number and a United States residence address.
You cannot elect out of withholding if we are sending the payment out of the
United States.

You should note the following special situations:

o We might have to withhold on amounts we pay under a free look or
  cancellation.

o We are generally required to withhold on conversion rollovers of traditional
  IRAs to Roth IRAs, as it is considered a withdrawal from the traditional IRA
  and is taxable.

o We are required to withhold on the gross amount of a distribution from a
  Roth IRA unless you elect out of withholding. This may result in tax being
  withheld even though the Roth IRA distribution is not taxable in whole or in
  part.

Special withholding rules apply to foreign recipients and United States
citizens residing outside the United States. We do not discuss these rules
here. Certain states have indicated that state income tax withholding will
also apply to payments from the contracts made to residents. In some states,
you may elect out of state withholding, even if federal withholding applies.
Generally, an election out of federal withholding will also be considered an
election out of state withholding. If you need more information concerning a
particular state or any required forms, call our processing office at the
toll-free number.

FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS

We withhold differently on "periodic" and "non-periodic" payments. For a
periodic annuity payment, for example, unless you specify a different number
of withholding exemptions, we withhold assuming that you are married and
claiming three withholding exemptions. If you do not give us your correct
Taxpayer Identification Number, we withhold as if you are single with no
exemptions.

Based on the assumption that you are married and claiming three withholding
exemptions, if you receive less than $14,700 in periodic annuity payments in
1999, your payments will generally be exempt from federal income tax
withholding. You could specify a different choice of withholding exemption or
request that tax be withheld. Your withholding election remains effective
unless and until you revoke it. You may revoke or change your withholding
election at any time.

FEDERAL INCOME TAX WITHHOLDING ON NON-PERIODIC ANNUITY PAYMENTS (WITHDRAWALS)

For a non-periodic distribution (total surrender or partial withdrawal), we
generally withhold at a flat 10% rate. We apply that rate to the taxable
amount in the case of nonqualified contracts, and to the payment amount in the
case of IRAs and Roth IRAs.

You cannot elect out of withholding if the payment is an eligible rollover
distribution from a qualified plan or TSA. If a non-periodic distribution from
a qualified plan or TSA is not an eligible rollover distribution then the 10%
withholding rate applies.

MANDATORY WITHHOLDING FROM TSA AND QUALIFIED PLAN DISTRIBUTIONS

Unless you have the distribution go directly to the new plan, eligible
rollover distributions from qualified plans and TSAs are subject to mandatory
20% withholding. An eligible

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rollover distribution from a TSA can be rolled over to another TSA or a
traditional IRA. An eligible rollover distribution from a qualified plan can
be rolled over to another qualified plan or traditional IRA. All distributions
from a TSA or qualified plan are eligible rollover distributions unless they
are on the following list of exceptions:

o any after-tax contributions you made to the plan; or

o any distributions which are required minimum distributions after age 70 1/2
  or separation from service; or

o hardship withdrawals; or

o substantially equal periodic payments made at least annually for your life
  (or life expectancy) or the joint lives (or joint life expectancy) of you and
  your designated beneficiary; or

o substantially equal periodic payments made for a specified period of 10
  years or more; or

o corrective distributions that fit specified technical tax rules; or

o loans that are treated as distributions; or

o a death benefit payment to a beneficiary who is not your surviving spouse; or

o a qualified domestic relations order distribution to a beneficiary who is
  not your current spouse or former spouse.

A death benefit payment to your surviving spouse, or a qualified domestic
relations order distribution to your current or former spouse, may be a
distribution subject to mandatory 20% withholding.

IMPACT OF TAXES TO EQUITABLE LIFE

The contracts  provide that we may charge Separate  Account No. 49 for taxes. We
do not now, but may in the future set up reserves for such taxes.

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ABOUT OUR SEPARATE ACCOUNT NO. 49

Each variable investment option is a subaccount of our Separate Account No.
49. We established Separate Account No. 49 in 1996 under special provisions of
the New York Insurance Law. These provisions prevent creditors from any other
business we conduct from reaching the assets we hold in our variable
investment options for owners of our variable annuity contracts. We are the
legal owner of all of the assets in Separate Account No. 49 and may withdraw
any amounts that exceed our reserves and other liabilities with respect to
variable investment options under our contracts. The results of Separate
Account No. 49's operations are accounted for without regard to Equitable
Life's other operations.

Separate  Account No. 49 is registered  under the Investment  Company Act of
1940 and is classified by that act as a "unit investment trust." The SEC,
however, does not manage or supervise Equitable Life or Separate Account No. 49.

Each subaccount (variable investment option) within Separate Account No. 49
invests solely in class IB shares issued by the corresponding portfolio of EQ
Advisors Trust.

We reserve the right subject to compliance with laws that apply:

(1) to add variable investment options to, or to remove variable investment
    options from, Separate Account No. 49, or to add other separate accounts;

(2) to combine any two or more variable investment options;

(3) to transfer the assets we determine to be the shares of the class of
    contracts to which the contracts belong from any variable investment option
    to another variable investment option;

(4) to operate Separate Account No. 49 or any variable investment option as a
    management investment company under the Investment Company Act of 1940 (in
    which case, charges and expenses that otherwise would be assessed against an
    underlying mutual fund would be assessed against Separate Account No. 49 or
    a variable investment option directly);

(5) to deregister Separate Account No. 49 under the Investment Company Act of
    1940;

(6) to restrict or eliminate any voting rights as to Separate Account No. 49;
    and

(7) to cause one or more variable investment options to invest some or all of
    their assets in one or more other trusts or investment companies.

ABOUT EQ ADVISORS TRUST

EQ Advisors Trust is registered under the Investment Company Act of 1940. It
is classified as an "open-end management investment company," more commonly
called a mutual fund. EQ Advisors Trust issues different shares relating to
each portfolio.

Equitable Life serves as the investment manager of EQ Advisors Trust. As such,
Equitable Life oversees the activities of the investment advisers with respect
to EQ Advisors Trust and is responsible for retaining or discontinuing the
services of those advisers. (Prior to September 1999 EQ Financial Consultants,
Inc., the predecessor to AXA Advisors, LLC and a subsidiary of Equitable Life,
served as investment manager to EQ Advisors Trust.)

EQ Advisors Trust commenced operations on May 1, 1997. For periods prior to
October 18, 1999 the Alliance portfolios (other than EQ/Alliance Premier
Growth) were part of The Hudson River Trust. On October 18, 1999, these
portfolios became corresponding portfolios of EQ Advisors Trust.

EQ Advisors Trust does not impose sales charges or "loads" for buying and
selling its shares. All dividends and other distributions on shares are
reinvested in full. The Board of Trustees of EQ Advisors Trust may establish
additional portfolios or eliminate existing portfolios at any time. More
detailed information about EQ Advisors Trust, its investment objectives,
policies, restrictions, risks, expenses, the Rule 12b-1 Plan relating to its
Class IB shares, and other aspects of its operations, appears in the
prospectus for EQ Advisors Trust attached at the end of this prospectus, or in
its SAI which is available upon request.


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ABOUT OUR FIXED MATURITY OPTIONS

RATES TO MATURITY AND PRICE PER $100 OF MATURITY VALUE

We can determine the amount required to be allocated to one or more fixed
maturity options in order to produce specified maturity values. For example,
we can tell you how much you need to allocate per $100 of maturity value.

The rates to maturity  for new  allocations  as of August 2, 1999 and the
related price per $100 of maturity value were as follows:


- ---------------------------------------------------------------
     FIXED MATURITY
        OPTIONS
  WITH FEBRUARY 15TH    RATE TO MATURITY         PRICE
   MATURITY DATE OF          AS OF            PER $100 OF
       MATURITY YEAR    AUGUST 2, 1999       MATURITY VALUE
- ---------------------------------------------------------------
        2000               3.47%                $98.18
        2001               4.51%                $93.42
        2002               5.01%                $88.31
        2003               5.40%                $83.00
        2004               5.47%                $78.51
        2005               5.59%                $73.96
        2006               5.69%                $69.61
        2007               5.72%                $65.72
        2008               5.82%                $61.67
        2009               5.85%                $58.11
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HOW WE DETERMINE THE MARKET VALUE ADJUSTMENT

We use the following procedure to calculate the market value adjustment (up or
down) we make if you withdraw all of your value from a fixed maturity option
before its maturity date.

(1) We determine the market adjusted amount on the date of the withdrawal as
    follows:

    (a) We determine the fixed maturity amount that would be payable on the
        maturity date, using the rate to maturity for the fixed maturity option.

    (b) We determine the period remaining in your fixed maturity option (based
        on the withdrawal date) and convert it to fractional years based on a
        365-day year. For example, three years and 12 days becomes 3.0329.

    (c) We determine the current rate to maturity that applies on the
        withdrawal date to new allocations to the same fixed maturity option.

    (d) We determine the present value of the fixed maturity amount payable at
        the maturity date, using the period determined in (b) and the rate
        determined in (c).

(2) We determine the fixed maturity amount as of the current date.

(3) We subtract (2) from the result in (1)(d). The result is the market
    value adjustment applicable to such fixed maturity option, which may be
    positive or negative.

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Your market adjusted amount is the present value of the maturity value
discounted at the rate to maturity in effect for new contributions to that
same fixed maturity option on the date of the calculation.
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If you withdraw only a portion of the amount in a fixed maturity option, the
market value adjustment will be a percentage of the market value adjustment
that would have applied if you had withdrawn the entire value in that fixed
maturity option. This percentage is equal to the percentage of the value in
the fixed maturity option that you are withdrawing. Any withdrawal charges
that are deducted from a fixed maturity option will result in a market value
adjustment calculated in the same way. See Appendix III for an example.

For purposes of calculating the rate to maturity for new allocations to a
fixed maturity option (see (1)(c) above), we use the rate we have in effect
for new allocations to that fixed maturity option. We use this rate even if
new allocations to that option would not be accepted at that time. This rate
will not be less than 3%. If we do not have a rate to maturity in effect for a
fixed maturity option to which the "current rate to maturity" in (1)(c) would
apply, we will use the rate at the next closest maturity date. If we are no

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longer offering new fixed maturity options, the "current rate to maturity"
will be determined in accordance with our procedures then in effect. We
reserve the right to add up to 0.25% to the current rate in (1)(c) above for
purposes of calculating the market value adjustment only.

INVESTMENTS UNDER THE FIXED MATURITY OPTIONS

Amounts allocated to the fixed maturity options are held in a "nonunitized"
separate account we have established under the New York Insurance Law. This
separate account provides an additional measure of assurance that we will make
full payment of amounts due under the fixed maturity options. Under New York
Insurance Law, the portion of the separate account's assets equal to the
reserves and other contract liabilities relating to the contracts are not
chargeable with liabilities from any other business we may conduct. We own the
assets of the separate account, as well as any favorable investment
performance on those assets. You do not participate in the performance of the
assets held in this separate account. We may, subject to state law that
applies, transfer all assets allocated to the separate account to our general
account. We guarantee all benefits relating to your value in the fixed
maturity options, regardless of whether assets supporting fixed maturity
options are held in a separate account or our general account.

We have no specific formula for establishing the rates to maturity for the
fixed maturity options. We expect the rates to be influenced by, but not
necessarily correspond to, among other things, the yields that we can expect
to realize on the separate account's investments from time to time. Our
current plans are to invest in fixed-income obligations, including corporate
bonds, mortgage-backed and asset-backed securities, and government and agency
issues having durations in the aggregate consistent with those of the fixed
maturity options.

Although the above generally describes our plans for investing the assets
supporting our obligations under the fixed maturity options under the
contracts, we are not obligated to invest those assets according to any
particular plan except as we may be required to by state insurance laws. We
will not determine the rates to maturity we establish by the performance of
the nonunitized separate account.

ABOUT THE GENERAL ACCOUNT

Our general account supports all of our policy and contract guarantees,
including those that apply to the fixed maturity options and the account for
special dollar cost averaging, as well as our general obligations.

The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Because of
exemptions and exclusionary provisions that apply, interests in the general
account have not been registered under the Securities Act of 1933, nor is the
general account an investment company under the Investment Company Act of
1940. However, the market value adjustment interests under the contracts are
registered under the Securities Act of 1933.

We have been advised that the staff of the SEC has not reviewed the portions
of this prospectus that relate to the general account (other than market value
adjustment interests). The disclosure with regard to the general account,
however, may be subject to certain provisions of the federal securities laws
relating to the accuracy and completeness of statements made in prospectuses.

ABOUT OTHER METHODS OF PAYMENT

WIRE TRANSMITTALS

We accept initial contributions sent by wire to our processing office by
agreement with certain broker-dealers. The transmittals must be accompanied by
information we require to allocate your contribution. Wire orders not
accompanied by complete information may be retained as described under "How
you can make your contributions" under "Contract features and benefits."

Even if we accept the wire order and essential information, a contract
generally will not be issued until we receive and accept a properly completed
application. In certain cases we

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may issue a contract based on information forwarded electronically. In these
cases, you must sign our Acknowledgement of Receipt form.

Where we require a signed application, no financial transactions will be
permitted until we receive the signed application and have issued the
contract. Where we require an Acknowledgement of Receipt form, financial
transactions are only permitted if you request them in writing, sign the
request and have it signature guaranteed, until we receive the signed
Acknowledgement of Receipt form.

After your contract has been issued, additional contributions may be
transmitted by wire.

AUTOMATIC INVESTMENT PROGRAM -- FOR NQ, FLEXIBLE PREMIUM IRA, AND FLEXIBLE
PREMIUM ROTH IRA CONTRACTS ONLY

You may use our automatic investment program, or "AIP," to have a specified
amount automatically deducted from a checking account, money market account,
or credit union checking account and contributed as an additional contribution
into an NQ, Flexible Premium IRA or Flexible Premium Roth IRA contract on a
monthly or quarterly basis. AIP is not available for Rollover IRA, Roth
Conversion IRA, QP, or Rollover TSA contracts.

For NQ contracts, the minimum amounts we will deduct are $100 monthly and $300
quarterly. Under Flexible Premium IRA and Flexible Premium Roth IRA contracts,
the minimum amount is $50. AIP additional contributions may be allocated to
any of the variable investment options and available fixed maturity options,
but not the account for special dollar cost averaging. You choose the day of
the month you wish to have your account debited. However, you may not choose a
date later than the 28th day of the month.

You may cancel AIP at any time by notifying our processing office. We are not
responsible for any debits made to your account before the time written notice
of cancellation is received at our processing office.

DATES AND PRICES AT WHICH CONTRACT EVENTS OCCUR

We describe below the general rules for when, and at what prices, events under
your contract will occur. Other portions of this prospectus describe
circumstances that may cause exceptions. We generally do not repeat those
exceptions below.

BUSINESS DAY

Our business day is any day the New York Stock Exchange is open for trading.
We calculate unit values for our variable investment options as of the end of
each business day. This usually is 4:00 p.m., Eastern time. Contributions will
be applied and any other transaction requests will be processed when they are
received along with all the required information.

o If your contribution, transfer, or any other transaction request, containing
  all the required information, reaches us on a non-business day or after 4:00
  p.m. on a business day, we will use the next business day.

o A loan request under your Rollover TSA contract will be processed on the
  first business day of the month following the date on which the properly
  completed loan request form is received.

o If your transaction is set to occur on the same day of the month as the
  contract date and that date is the 29th, 30th or 31st of the month, then the
  transaction will occur on the 1st day of the next month.

o When a charge is to be deducted on a contract date anniversary that is a
  non-business day, we will deduct the charge on the next business day.

CONTRIBUTIONS AND TRANSFERS

Contributions allocated to the variable investment options are invested at the
value next determined after the close of the business day.

o Contributions allocated to a fixed maturity option will receive the rate
  to maturity in effect for that fixed maturity option on that business day.

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o Initial contributions allocated to the account for special dollar cost
  averaging receive the interest rate in effect on that business day. At certain
  times, we may offer the opportunity to lock in the interest rate for an
  initial contribution to be received under Section 1035 exchanges and trustee
  to trustee transfers. Your registered representative can provide information
  or you can call our processing office.

o Transfers to or from variable investment options will be made at the value
  next determined after the close of the business day.

o Transfers to a fixed maturity option will be based on the rate to maturity
  in effect for that fixed maturity option on the business day of the transfer.

ABOUT YOUR VOTING RIGHTS

As the owner of the shares of EQ Advisors Trust we have the right to vote on
certain matters involving the portfolios, such as:

o  the election of trustees;

o  the formal approval of independent auditors selected for EQ Advisors Trust;
   or

o any other matters described in the prospectus for EQ Advisors Trust or
  requiring a shareholders' vote under the Investment Company Act of 1940.

We will give contract owners the opportunity to instruct us how to vote the
number of shares attributable to their contracts if a shareholder vote is
taken. If we do not receive instructions in time from all contract owners, we
will vote the shares of a portfolio for which no instructions have been
received in the same proportion as we vote shares of that portfolio for which
we have received instructions. We will also vote any shares that we are
entitled to vote directly because of amounts we have in a portfolio in the
same proportions that contract owners vote.

VOTING RIGHTS OF OTHERS

Currently, we control EQ Advisors Trust. EQ Advisors Trust shares are sold to
our separate accounts and an affiliated qualified plan trust. In addition,
shares of EQ Advisors Trust are held by separate accounts of insurance
companies both affiliated and unaffiliated with us. Shares held by these
separate accounts will probably be voted according to the instructions of the
owners of insurance policies and contracts issued by those insurance
companies. While this will dilute the effect of the voting instructions of the
contract owners, we currently do not foresee any disadvantages because of
this. The Board of Trustees of EQ Advisors Trust intends to monitor events in
order to identify any material irreconcilable conflicts that may arise and to
determine what action, if any, should be taken in response. If we believe that
a response to any of those events insufficiently protects our contract owners,
we will see to it that appropriate action is taken.

SEPARATE ACCOUNT NO. 49 VOTING RIGHTS

If actions relating to Separate Account No. 49 require contract owner
approval, contract owners will be entitled to one vote for each unit they have
in the variable investment options. Each contract owner who has elected a
variable annuity payout option may cast the number of votes equal to the
dollar amount of reserves we are holding for that annuity in a variable
investment option divided by the annuity unit value for that option. We will
cast votes attributable to any amounts we have in the variable investment
options in the same proportion as votes cast by contract owners.

CHANGES IN APPLICABLE LAW

The voting rights we describe in this prospectus are created under applicable
federal securities laws. To the extent that those laws or the regulations
published under those laws eliminate the necessity to submit matters for
approval by persons having voting rights in separate accounts of insurance
companies, we reserve the right to proceed in accordance with those laws or
regulations.

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ABOUT OUR YEAR 2000 PROGRESS

Equitable Life relies upon various computer systems in order to administer
your contract and operate the investment options. Some of these systems belong
to service providers who are not affiliated with Equitable Life.

In 1995, Equitable Life began addressing the question of whether its computer
systems would recognize the year 2000 before, on or after January 1, 2000, and
Equitable Life has identified those of its systems critical to business
operations that were not year 2000 compliant. Equitable Life has completed the
work of modifying or replacing non-compliant systems and has confirmed,
through testing that its systems are year 2000 compliant. Equitable Life has
contacted third-party vendors and service providers to seek confirmation that
they are acting to address the year 2000 issue with the goal of avoiding any
material adverse effect on services provided to contract owners and on
operations of the investment options. All third-party vendors and service
providers considered critical to Equitable Life's business, and substantially
all vendors and service providers considered non-critical, have provided us
confirmation of their year 2000 compliance or a satisfactory plan for
compliance. If confirmation is not received from any of the remaining
non-critical vendors or service providers, the vendor or service provider will
be replaced, eliminated, or be the subject of contingency plans. Additionally,
Equitable Life has supplemented its existing business continuity and disaster
recovery plans to cover certain categories of contingencies that could arise
as a result of year 2000 related failures.

There are many risks associated with year 2000 issues, including the risk that
Equitable Life's computer systems will not operate as intended. Additionally,
there can be no assurance that the systems of third parties will be year 2000
compliant. Any significant unresolved difficulty related to the year 2000
compliance initiatives could result in an interruption in, or a failure of,
normal business operations and, accordingly, could have a material adverse
effect on our ability to administer your contract and operate the investment
options.

To the fullest extent permitted by law, the foregoing year 2000 discussion is
a "Year 2000 Readiness Disclosure" within the meaning of The Year 2000
Information and Readiness Disclosure Act (P.L. 105-271) (1998).

ABOUT LEGAL PROCEEDINGS

Equitable Life and its affiliates are parties to various legal proceedings. In
our view, none of these proceedings is likely to have a material adverse
effect upon Separate Account No. 49, our ability to meet our obligations under
the contracts, or the distribution of the contracts.

ABOUT OUR INDEPENDENT ACCOUNTANTS

The consolidated financial statements of Equitable Life incorporated in this
prospectus by reference to the Annual Report on Form 10-K at December 31, 1998
and 1997, and for the three years ended December 31, 1998, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

TRANSFERS OF OWNERSHIP, COLLATERAL ASSIGNMENTS, LOANS, AND BORROWING

You can transfer ownership of an NQ contract at any time before annuity
payments begin. We will continue to treat you as the owner until we receive
notification of any change at our processing office. You cannot assign your NQ
contract as collateral or security for a loan. Loans are also not available
under your NQ contract. In some cases, an assignment or change of ownership
may have adverse tax consequences. See "Tax information" earlier in this
prospectus.

You cannot assign or transfer ownership of an IRA, QP, or Rollover TSA
contract except by surrender to us. Loans are not available and you cannot
assign IRA and QP contracts as security for a loan or other obligation. If the
employer that provided the funds does not restrict them, loans are available
under a Rollover TSA contract.

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For limited transfers of ownership after the owner's death see "Beneficiary
continuation option for Rollover IRA and Flexible Premium IRA contracts" in
"Payment of death benefit" earlier in this prospectus. You may direct the
transfer of the values under your IRA, QP, or Rollover TSA contract to another
similar arrangement. Under federal income tax rules, in the case of such a
transfer, we will impose a withdrawal charge, if one applies.

DISTRIBUTION OF THE CONTRACTS

Equitable Distributors, Inc. ("EDI"), an indirect, wholly owned subsidiary of
Equitable Life, is the distributor of the contracts and has responsibility for
sales and marketing functions for Separate Account No. 49. EDI serves as the
principal underwriter of Separate Account No. 49. EDI also acts as distributor
for other Equitable Life annuity products with different features, expenses,
and fees. EDI is registered with the SEC as a broker-dealer and is a member of
the National Association of Securities Dealers, Inc. EDI's principal business
address is 1290 Avenue of the Americas, New York, New York 10104. Under a
distribution agreement between EDI, Equitable Life, and certain of Equitable
Life's separate accounts, including Separate Account No. 49, Equitable Life
paid EDI distribution fees of $35,452,793 for 1998, $9,566,343 for 1997, and
$87,157 for 1996, as the distributor of certain contracts, including these
contracts, and as the principal underwriter of several Equitable Life separate
accounts, including Separate Account No. 49.

The contracts will be sold by registered representatives of EDI, as well as by
affiliated and unaffiliated broker-dealers with which EDI has entered into
selling agreements. Broker-dealer sales compensation will generally not exceed
an amount equal to 7% of total contributions made under the contracts. EDI may
also receive compensation and reimbursement for its marketing services under
the terms of its distribution agreement with Equitable Life. Broker-dealers
receiving sales compensation will generally pay a portion of it to their
registered representatives as commissions related to sales of the contracts.
The offering of the contracts is intended to be continuous.

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9
Investment performance


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We provide the following tables to show five different measurements of the
investment performance of the variable investment options and/or the portfolios
in which they invest. We include these tables because they may be of general
interest to you. THE RESULTS SHOWN REFLECT PAST PERFORMANCE. THEY DO NOT
INDICATE HOW THE VARIABLE INVESTMENT OPTIONS MAY PERFORM IN THE FUTURE. THEY
ALSO DO NOT REPRESENT THE RESULTS EARNED BY ANY PARTICULAR INVESTOR. YOUR
RESULTS WILL DIFFER.

Table 1 shows the average annual total return of the variable investment
options. Average annual total return is the annual rate of growth that would
be necessary to achieve the ending value of a contribution invested in the
variable investment options for the periods shown.

Table 2 shows the growth of a hypothetical $1,000 investment in the variable
investment options over the periods shown. Both Tables 1 and 2 take into
account all fees and charges under the contract, including the withdrawal
charge, the optional baseBUILDER benefits charge, the annual administrative
charge under Flexible Premium IRA and Flexible Premium Roth IRA contracts, but
do not reflect the charges for any applicable taxes such as premium taxes or
any applicable annuity administrative fee.

Tables 3, 4, and 5 show the rates of return of the variable investment options
on an annualized, cumulative, and year-by-year basis. These tables take into
account all fees and charges under the contract, but do not reflect the
withdrawal charge, the optional baseBUILDER benefits charge, the annual
administrative charge or the charges for any applicable taxes such as premium
taxes or any applicable annuity administrative fee. If the charges were
reflected they would effectively reduce the rates of return shown.

In all cases the results shown are based on the actual historical investment
experience of the portfolios in which the variable investment options invest.
In some cases, the results shown relate to periods when the variable
investment options and/or the contracts were not available. In those cases, we
adjusted the results of the portfolios to reflect the charges under the
contracts that would have applied had the investment options and/or contracts
been available. The contracts were first offered on May 1, 1997.

For the "Alliance" portfolios (other than EQ/Alliance Premier Growth), we have
adjusted the results prior to October 1996, when Class IB shares for these
portfolios were not available, to reflect the 12b-1 fees currently imposed.
Finally, the results shown for the Alliance Money Market and Alliance Common
Stock options for periods before March 22, 1985 reflect the results of the
variable investment options that preceded them. The "Since portfolio
inception" figures for these options are based on the date of inception of the
preceding variable investment options. We have adjusted these results to
reflect the maximum investment advisory fee payable for the portfolios, as
well as an assumed charge of 0.06% for direct operating expenses.

EQ Advisors Trust commenced operations on May 1, 1997. For periods prior to
October 18, 1999 the Alliance portfolios (other than EQ/Alliance Premier
Growth) were part of The Hudson River Trust. On October 18, 1999, these
portfolios became corresponding portfolios of EQ Advisors Trust. In each case,
the performance shown is for the indicated EQ Advisors Trust portfolio and any
predecessors that it may have had.

All rates of return presented are time-weighted and include reinvestment of
investment income, including interest and dividends.

BENCHMARKS
Tables 3 and 4 compare the performance of variable investment
options to market indices that serve as benchmarks. Market indices are
not subject to any charges for investment advisory fees, brokerage
commission or other operating expenses typically associated with a
managed portfolio. Also, they do not reflect other contract charges such
as the mortality and expense risks charge, administrative charges, or any
withdrawal or optional benefit charge. Comparisons with these benchmarks,
therefore, may be of limited use. We include them because they are widely
known and may help you to understand the universe of securities from
which each portfolio is likely to select its holdings. Benchmark data
reflect the reinvestment of dividend income. The benchmarks include:

<PAGE>


- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  73
- --------------------------------------------------------------------------------


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

- -------------------------------------------------------------------
ALLIANCE MONEY MARKET: Salomon Brothers Three-Month T-Bill
   Index.
ALLIANCE HIGH YIELD: Merrill Lynch High Yield Master Index.
ALLIANCE COMMON STOCK: Standard & Poor's 500 Index.
ALLIANCE AGGRESSIVE STOCK: 50% Russell 2000 Index and 50%
   Standard & Poor's Mid-Cap Total Return Index.
ALLIANCE SMALL CAP GROWTH: Russell 2000 Growth Index.
EQ/ALLIANCE PREMIER GROWTH: Standard & Poor's 500 Index.
BT EQUITY 500 INDEX: Standard & Poor's 500 Index.
BT SMALL COMPANY INDEX: Russell 2000 Index.
BT INTERNATIONAL EQUITY INDEX: Morgan Stanley Capital
   International Europe, Australia, Far East Index.
CAPITAL GUARDIAN U.S. EQUITY: Standard & Poor's 500 Index.
CAPITAL GUARDIAN RESEARCH: Standard & Poor's 500 Index.
CAPITAL GUARDIAN INTERNATIONAL: Morgan Stanley Capital
   International Europe, Australia, Far East Index.
EQ/EVERGREEN: Russell 2000 Index.
EQ/EVERGREEN FOUNDATION: 60% Standard & Poor's 500
   Index/40% Lehman Brothers Aggregate Bond Index.
JPM CORE BOND: Salomon Brothers Broad Investment Grade Bond.
LAZARD LARGE CAP VALUE: Standard & Poor's 500 Index.
LAZARD SMALL CAP VALUE: Russell 2000 Index.
MFS GROWTH WITH INCOME: Standard & Poor's 500 Index.
MFS RESEARCH: Standard & Poor's 500 Index.
MFS EMERGING GROWTH COMPANIES: Russell 2000 Index.
MERRILL LYNCH BASIC VALUE EQUITY: Standard & Poor's 500 Index.
MERRILL LYNCH WORLD STRATEGY: 36% Standard & Poor's 500
   Index/24% Morgan Stanley Capital International Europe,
   Australia, Far East Index/21% Salomon Brothers U.S. Treasury
   Bond 1 Year+ 14% Salomon Brothers World Government Bond
   (excluding U.S.)/ and 5% Three-Month U.S. Treasury Bill.
MORGAN STANLEY EMERGING MARKETS EQUITY: Morgan Stanley
   Capital International Emerging Markets Free Price Return Index.
EQ/PUTNAM GROWTH & INCOME VALUE: Standard & Poor's 500
   Index.
EQ/PUTNAM INVESTORS GROWTH: Standard & Poor's 500 Index.
EQ/PUTNAM INTERNATIONAL EQUITY: Morgan Stanley Capital
   International Europe, Australia, Far East Index.
- -------------------------------------------------------------------

LIPPER SURVEY. The Lipper Variable Insurance Products Performance Analysis
Survey (Lipper Survey) records the performance of a large group of variable
annuity products, including managed separate accounts of insurance companies.
According to Lipper Analytical Services, Inc. (Lipper), the data are presented
net of investment management fees, direct operating expenses and asset-based
charges applicable under annuity contracts. Lipper data provide a more
accurate picture than market benchmarks of the Equitable Accumulator
performance relative to other variable annuity products.


<PAGE>

- --------------------------------------------------------------------------------
74  INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


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

                                     TABLE 1
AVERAGE ANNUAL TOTAL RETURN UNDER A CONTRACT SURRENDERED ON DECEMBER 31, 1998:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                        LENGTH OF INVESTMENT PERIOD
                                                 --------------------------------------------------------------------------
                                                                                                    SINCE          SINCE
                                                    1            3           5           10         OPTION       PORTFOLIO
VARIABLE INVESTMENT OPTIONS                       YEAR         YEARS       YEARS       YEARS      INCEPTION*    INCEPTION**
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>          <C>         <C>          <C>            <C>
Alliance Money Market                            (3.64)%       1.59%        2.40%       3.35%        0.59%          4.74%
- ---------------------------------------------------------------------------------------------------------------------------
Alliance High Yield                             (13.96)%       7.72%        7.28%       8.93%        1.60%          8.27%
- ---------------------------------------------------------------------------------------------------------------------------
Alliance Common Stock                            20.02%       24.05%       19.18%      16.35%       17.73%         14.23%
- ---------------------------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock                        (8.60)%       7.09%        8.76%      16.79%        0.53%         15.54%
- ---------------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                       (13.03)%         --           --           --         5.51%         5.51%
- ----------------------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                              16.14%          --           --           --        16.14%        16.14%
- ----------------------------------------------------------------------------------------------------------------------------
BT Small Company Index                          (10.93)%         --           --           --       (10.93)%      (10.93)%
- ----------------------------------------------------------------------------------------------------------------------------
BT International Equity Index                    11.17%          --           --           --        11.17%        11.17%
- ----------------------------------------------------------------------------------------------------------------------------
JPM Core Bond                                     0.26%          --           --           --         0.26%         0.26%
- ----------------------------------------------------------------------------------------------------------------------------
Lazard Large Cap Value                           11.14%          --           --           --        11.14%        11.14%
- ----------------------------------------------------------------------------------------------------------------------------
Lazard Small Cap Value                          (15.62%)         --           --           --       (15.62)%      (15.62)%
- ----------------------------------------------------------------------------------------------------------------------------
MFS Research                                     15.13%          --           --           --        15.64%        15.64%
- ----------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies                    25.40%          --           --           --        24.05%        24.05%
- ----------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Equity                (2.78)%          --           --           --         9.86%         9.86%
- ----------------------------------------------------------------------------------------------------------------------------
Merrill Lynch World Strategy                    (1.92)%          --           --           --         1.19%         1.19%
- ----------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity          (35.31)%         --           --           --       (35.31)%      (28.99)%
- ----------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value                   4.00%          --           --           --        10.08%        10.08%
- ----------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Investors Growth                       27.15%          --           --           --        26.08%        26.08%
- ----------------------------------------------------------------------------------------------------------------------------
EQ/Putnam International Equity                   10.56%          --           --           --         9.98%         9.98%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

*  The variable investment option inception dates are: Alliance Money
   Market, Alliance High Yield, Alliance Common Stock, and Alliance
   Aggressive Stock (October 16, 1996); Alliance Small Cap Growth, MFS
   Research, MFS Emerging Growth Companies, Merrill Lynch Basic Value
   Equity, Merrill Lynch World Strategy, EQ/Putnam Growth & Income Value,
   EQ/Putnam Investors Growth, and EQ/Putnam International Equity (May 1,
   1997); BT Equity 500 Index, BT Small Company Index, BT International
   Equity Index, JPM Core Bond, Lazard Large Cap Value, Lazard Small Cap
   Value, and Morgan Stanley Emerging Markets Equity (December 31, 1997).
   The inception dates for the variable investment options that became
   available on or after December 31, 1998, and are therefore not shown in
   this table are: EQ/Evergreen, EQ/Evergreen Foundation, and MFS Growth
   with Income (December 31, 1998); EQ/Alliance Premier Growth, Capital
   Guardian U.S. Equity, Capital Guardian Research, and Capital Guardian
   International (April 30, 1999).


** The inception dates for the portfolios underlying the Alliance variable
   investment options shown in the tables are for portfolios of The Hudson
   River Trust, the assets of which became assets of corresponding
   portfolios of EQ Advisors Trust on October 18, 1999. The portfolio
   inception dates are: Alliance Money Market (July 13, 1981); Alliance High
   Yield (January 2, 1987); Alliance Common Stock (January 13, 1976);
   Alliance Aggressive Stock (January 27, 1986); Alliance Small Cap Growth,
   MFS Research, MFS Emerging Growth Companies, Merrill Lynch Basic Value
   Equity, Merrill Lynch World Strategy, EQ/Putnam Growth & Income Value,
   EQ/Putnam Investors Growth, and EQ/Putnam International Equity
   (May 1, 1997); BT Equity 500 Index, BT Small Company Index, BT
   International Equity Index, JPM Core Bond, Lazard Large Cap Value, and
   Lazard Small Cap Value (December 31, 1997); and Morgan Stanley Emerging
   Markets Equity (August 20, 1997). The inception dates for the portfolios
   that became available on or after December 31, 1998 and are therefore not
   shown in the tables are: EQ/Evergreen, EQ/Evergreen Foundation, and MFS
   Growth with Income (December 31, 1998); EQ/Alliance Premier Growth, Capital
   Guardian U.S. Equity, Capital Guardian Research, and Capital Guardian
   International (April 30, 1999).

<PAGE>

- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  75
- --------------------------------------------------------------------------------


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

                                     TABLE 1
      GROWTH OF $1,000 UNDER A CONTRACT SURRENDERED ON DECEMBER 31, 1998:

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------
                                                                      LENGTH OF INVESTMENT PERIOD
                                                 ---------------------------------------------------------------------
                                                                                                         SINCE
                                                    1             3            5            10        PORTFOLIO
VARIABLE INVESTMENT OPTIONS                        YEAR         YEARS        YEARS         YEARS      INCEPTION*
- ----------------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>          <C>             <C>        <C>
Alliance Money Market                           $  963.60     $1,048.36    $1,126.12    $1,390.07     $ 2,302.95
- ----------------------------------------------------------------------------------------------------------------------
Alliance High Yield                             $  860.40     $1,250.11    $1,421.32    $2,352.06     $ 2,593.84
- ----------------------------------------------------------------------------------------------------------------------
Alliance Common Stock                           $1,200.20     $1,908.73    $2,404.59    $4,547.90     $21,336.21
- ----------------------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock                       $  914.00     $1,228.21    $1,521.63    $4,719.54     $ 6,539.96
- ----------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                       $  869.70        --           --            --        $ 1,113.16
- ----------------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                             $1,161.40        --           --            --        $ 1,161.40
- ----------------------------------------------------------------------------------------------------------------------
BT Small Company Index                          $  890.70        --           --            --        $   890.70
- ----------------------------------------------------------------------------------------------------------------------
BT International Equity Index                   $1,111.70        --           --            --        $ 1,111.70
- ----------------------------------------------------------------------------------------------------------------------
JPM Core Bond                                   $1,002.60        --           --            --        $ 1,002.60
- ----------------------------------------------------------------------------------------------------------------------
Lazard Large Cap Value                          $1,111.40        --           --            --        $ 1,111.40
- ----------------------------------------------------------------------------------------------------------------------
Lazard Small Cap Value                          $  843.80        --           --            --        $   843.80
- ----------------------------------------------------------------------------------------------------------------------
MFS Research                                    $1,151.30        --           --            --        $ 1,337.29
- ----------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies                   $1,254.00        --           --            --        $ 1,538.76
- ----------------------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Equity                $1,027.80        --           --            --        $ 1,206.83
- ----------------------------------------------------------------------------------------------------------------------
Merrill Lynch World Strategy                    $  980.80        --           --            --        $ 1,023.94
- ----------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity          $  646.90        --           --            --        $   504.25
- ----------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value                 $1,040.00        --           --            --        $ 1,211.78
- ----------------------------------------------------------------------------------------------------------------------
EQ/Putnam Investors Growth                      $1,271.50        --           --            --        $ 1,589.59
- ----------------------------------------------------------------------------------------------------------------------
EQ/Putnam International Equity                  $1,105.60        --           --            --        $ 1,209.59
- ----------------------------------------------------------------------------------------------------------------------

</TABLE>
- --------------------------
* Portfolio inception dates are shown in Table 1.


<PAGE>


- --------------------------------------------------------------------------------
76  INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        TABLE 3
                            ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

- -------------------------------------------------------------------------------------------------------------------------
                                                                                                           SINCE
                                                                                                         PORTFOLIO
                                              1 YEAR    3 YEARS    5 YEARS     10 YEARS     20 YEARS      INCEPTION*
- -------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>      <C>         <C>         <C>          <C>           <C>
ALLIANCE MONEY MARKET                          3.66%     3.68%       3.49%       3.90%          --          5.38%
- -------------------------------------------------------------------------------------------------------------------------
 Lipper Money Market                           4.84%     4.87%       4.77%       5.20%          --          6.77%
- -------------------------------------------------------------------------------------------------------------------------
 Benchmark                                     5.05%     5.18%       5.11%       5.44%          --          6.76%
- -------------------------------------------------------------------------------------------------------------------------
ALLIANCE HIGH YIELD                           (6.66)%    9.57%       8.23%       9.39%          --          8.73%
- -------------------------------------------------------------------------------------------------------------------------
 Lipper High Current Yield                    (0.44)%    8.21%       7.37%       9.34%          --          8.97%
- -------------------------------------------------------------------------------------------------------------------------
 Benchmark                                     3.66%     9.11%       9.01%      11.08%          --         10.72%
- -------------------------------------------------------------------------------------------------------------------------
ALLIANCE COMMON STOCK                         27.32%    25.56%      19.97%      16.74%       16.71%        14.53%
- -------------------------------------------------------------------------------------------------------------------------
 Lipper Growth                                22.86%    22.23%      18.63%      16.72%       16.30%        16.01%
- -------------------------------------------------------------------------------------------------------------------------
 Benchmark                                    28.58%    28.23%      24.06%      19.21%       17.76%        15.98%
- -------------------------------------------------------------------------------------------------------------------------
ALLIANCE AGGRESSIVE STOCK                     (1.30)%    8.97%       9.67%      16.99%          --         15.88%
- -------------------------------------------------------------------------------------------------------------------------
 Lipper Mid-Cap Growth                        12.16%    16.33%      14.87%      15.44%          --         13.69%
- -------------------------------------------------------------------------------------------------------------------------
 Benchmark                                     8.28%    17.77%      15.56%      16.49%          --         14.78%
- -------------------------------------------------------------------------------------------------------------------------
ALLIANCE SMALL CAP GROWTH                     (5.73)%     --          --          --            --         10.53%
- -------------------------------------------------------------------------------------------------------------------------
 Lipper Small Company Growth                  (0.33)%     --          --          --            --         16.72%
- -------------------------------------------------------------------------------------------------------------------------
 Benchmark                                     1.23%      --          --          --            --         16.58%
- -------------------------------------------------------------------------------------------------------------------------
BT EQUITY 500 INDEX                           23.44%      --          --          --            --         23.44%
- -------------------------------------------------------------------------------------------------------------------------
 Lipper S&P 500 Index                         26.78%      --          --          --            --         26.78%
- -------------------------------------------------------------------------------------------------------------------------
 Benchmark                                    28.58%      --          --          --            --         28.58%
- -------------------------------------------------------------------------------------------------------------------------
BT SMALL COMPANY INDEX                        (3.63)%     --          --          --            --         (3.63)%
- -------------------------------------------------------------------------------------------------------------------------
 Lipper Small Cap                              1.53%      --          --          --            --          1.53%
- -------------------------------------------------------------------------------------------------------------------------
 Benchmark                                    (2.54)%     --          --          --            --         (2.54)%
- -------------------------------------------------------------------------------------------------------------------------
BT INTERNATIONAL EQUITY INDEX                 18.47%      --          --          --            --         18.47%
- -------------------------------------------------------------------------------------------------------------------------
 Lipper International                         12.17%      --          --          --            --         12.17%
- -------------------------------------------------------------------------------------------------------------------------
 Benchmark                                    20.00%      --          --          --            --         20.00%
- -------------------------------------------------------------------------------------------------------------------------
JPM CORE BOND                                  7.56%      --          --          --            --          7.56%
- -------------------------------------------------------------------------------------------------------------------------
 Lipper Intermediate Investment Grade Debt     7.23%      --          --          --            --          7.23%
- -------------------------------------------------------------------------------------------------------------------------
 Benchmark                                     8.72%      --          --          --            --          8.72%
- -------------------------------------------------------------------------------------------------------------------------
LAZARD LARGE CAP VALUE                        18.44%      --          --          --            --         18.44%
- -------------------------------------------------------------------------------------------------------------------------
 Lipper Capital Appreciation                  24.16%      --          --          --            --         24.16%
- -------------------------------------------------------------------------------------------------------------------------
 Benchmark                                    28.58%      --          --          --            --         28.58%
- -------------------------------------------------------------------------------------------------------------------------
LAZARD SMALL CAP VALUE                        (8.32)%     --          --          --            --         (8.32)%
- -------------------------------------------------------------------------------------------------------------------------
 Lipper Small Cap                              1.53%      --          --          --            --          1.53%
- -------------------------------------------------------------------------------------------------------------------------
 Benchmark                                    (2.54)%     --          --          --            --         (2.54)%
- -------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>
- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  77
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                  TABLE 3 (CONTINUED)
                            ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

- -----------------------------------------------------------------------------------------------------------------------
                                                                                                           SINCE
                                                                                                         PORTFOLIO
                                            1 YEAR     3 YEARS    5 YEARS     10 YEARS     20 YEARS      INCEPTION*
- -----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>        <C>         <C>          <C>         <C>
MFS RESEARCH                                22.43%         --         --          --                      22.75%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper Growth                            25.82%         --         --          --           --         28.73%
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                                28.58%         --         --          --           --         31.63%
- -----------------------------------------------------------------------------------------------------------------------
MFS EMERGING GROWTH COMPANIES               32.70%         --         --          --           --         33.03%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper Mid-Cap                           15.97%         --         --          --           --         22.72%
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                                (2.54)%        --         --          --           --         14.53%
- -----------------------------------------------------------------------------------------------------------------------
MERRILL LYNCH BASIC VALUE EQUITY            10.08%         --         --          --           --         15.76%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income                    15.54%         --         --          --           --         21.32%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                 28.58%         --         --          --           --         31.63%
- -----------------------------------------------------------------------------------------------------------------------
MERRILL LYNCH WORLD STRATEGY                 5.38%         --         --          --           --          5.50%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Global Flexible Portfolio           9.34%         --         --          --           --         11.15%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                 19.55%         --         --          --           --         20.00%
- -----------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY EMERGING MARKETS EQUITY     (28.01)%        --         --          --           --        (33.62)%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Emerging Markets                  (30.50)%        --         --          --           --        (36.28)%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                (25.34)%        --         --          --           --        (28.92)%
- -----------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM GROWTH & INCOME VALUE             11.30%         --         --          --           --         16.03%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income                    15.54%         --         --          --           --         21.32%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                 28.58%         --         --          --           --         31.63%
- -----------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM INVESTORS GROWTH                  34.45%         --         --          --           --         35.53%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper Growth                             25.82%         --         --          --           --         28.73%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                 28.58%         --         --          --           --         31.63%
- -----------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM INTERNATIONAL EQUITY              17.86%         --         --          --           --         15.94%
- -----------------------------------------------------------------------------------------------------------------------
  Lipper International                      12.17%         --         --          --           --          9.06%
- -----------------------------------------------------------------------------------------------------------------------
  Benchmark                                 20.00%         --         --          --           --         13.43%
- -----------------------------------------------------------------------------------------------------------------------

</TABLE>

- ----------------
* Portfolio inception dates are shown in Table 1.


<PAGE>


- --------------------------------------------------------------------------------
78  INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


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


<TABLE>
<CAPTION>
                                                        TABLE 4
                            CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

- -----------------------------------------------------------------------------------------------------------------------
                                                                                                           SINCE
                                                                                                         PORTFOLIO
                                              1 YEAR    3 YEARS    5 YEARS     10 YEARS     20 YEARS      INCEPTION*
- -----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>       <C>          <C>         <C>         <C>         <C>
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE MONEY MARKET                         3.66%    11.45%        18.71%      46.56%         --        149.59%
- -----------------------------------------------------------------------------------------------------------------------
    Lipper Money Market                        4.84%    15.34%        26.25%      66.09%         --        214.68%
- -----------------------------------------------------------------------------------------------------------------------
    Benchmark                                  5.05%    16.35%        28.27%      69.88%         --        214.45%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE HIGH YIELD                          (6.66)%   31.56%        48.53%     145.25%         --        172.86%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper High Current Yield                  (0.44)%   26.80%        43.00%     145.62%         --        182.21%
- -----------------------------------------------------------------------------------------------------------------------
    Benchmark                                  3.66%    29.90%        53.96%     186.01%         --        239.69%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE COMMON STOCK                        27.32%    97.96%       148.48%     370.07%     2,099.77%   2,154.10%
- -----------------------------------------------------------------------------------------------------------------------
    Lipper Growth                             22.86%    84.52%       138.97%     388.00%     2,185.68%   3,490.04%
- -----------------------------------------------------------------------------------------------------------------------
    Benchmark                                 28.58%   110.85%       193.91%     479.62%     2,530.43%   2,919.92%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE AGGRESSIVE STOCK                    (1.30)%   29.40%        58.67%     380.08%         --        572.32%
- -----------------------------------------------------------------------------------------------------------------------
    Lipper Mid-Cap Growth                     12.16%    58.64%       102.73%     334.88%         --        448.32%
- -----------------------------------------------------------------------------------------------------------------------
    Benchmark                                  8.28%    63.35%       106.12%     360.30%         --        494.67%
- -----------------------------------------------------------------------------------------------------------------------
 ALLIANCE SMALL CAP GROWTH                    (5.73)%       --           --          --          --         18.19%
- -----------------------------------------------------------------------------------------------------------------------
    Lipper Small Company Growth               (0.33)%       --           --          --          --         28.98%
- -----------------------------------------------------------------------------------------------------------------------
    Benchmark                                  1.23%        --           --          --          --         29.23%
- -----------------------------------------------------------------------------------------------------------------------
 BT EQUITY 500 INDEX                          23.44%        --           --          --          --         23.44%
- -----------------------------------------------------------------------------------------------------------------------
    Lipper S&P 500 Index                      26.78%        --           --          --          --         26.78%
- -----------------------------------------------------------------------------------------------------------------------
    Benchmark                                 28.58%        --           --          --          --         28.58%
- -----------------------------------------------------------------------------------------------------------------------
 BT SMALL COMPANY INDEX                       (3.63)%       --           --          --          --         (3.63)%
- -----------------------------------------------------------------------------------------------------------------------
   Lipper Small Cap                            1.53%        --           --          --          --          1.49%
- -----------------------------------------------------------------------------------------------------------------------
   Benchmark                                  (2.54)%       --           --          --          --         (2.54)%
- -----------------------------------------------------------------------------------------------------------------------
 BT INTERNATIONAL EQUITY INDEX                18.47%        --           --          --          --         18.47%
- -----------------------------------------------------------------------------------------------------------------------
    Lipper International                      12.17%        --           --          --          --         12.23%
- -----------------------------------------------------------------------------------------------------------------------
    Benchmark                                 20.00%        --           --          --          --         20.00%
- -----------------------------------------------------------------------------------------------------------------------
 JPM CORE BOND                                 7.56%        --           --          --          --          7.56%
- -----------------------------------------------------------------------------------------------------------------------
    Lipper Intermediate Investment Grade
    Debt                                       7.23%        --           --          --          --          7.23%
- -----------------------------------------------------------------------------------------------------------------------
    Benchmark                                  8.72%        --           --          --          --          8.72%
- -----------------------------------------------------------------------------------------------------------------------
 LAZARD LARGE CAP VALUE                       18.44%        --           --          --          --         18.44%
- -----------------------------------------------------------------------------------------------------------------------
    Lipper Capital Appreciation               24.16%        --           --          --          --         24.09%
- -----------------------------------------------------------------------------------------------------------------------
    Benchmark                                 28.58%        --           --          --          --         28.58%
- -----------------------------------------------------------------------------------------------------------------------
 LAZARD SMALL CAP VALUE                       (8.32)%       --           --          --          --         (8.32)%
- -----------------------------------------------------------------------------------------------------------------------
    Lipper Small Cap                           1.53%        --           --          --          --          1.53%
- -----------------------------------------------------------------------------------------------------------------------
    Benchmark                                 (2.54)%       --           --          --          --         (2.54)%
- -----------------------------------------------------------------------------------------------------------------------

</TABLE>
<PAGE>


- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  79
- --------------------------------------------------------------------------------


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

<TABLE>
<CAPTION>
                                                  TABLE 4 (continued)
                            CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1998:

- ---------------------------------------------------------------------------------------------------------------------
                                                                                                           SINCE
                                                                                                         PORTFOLIO
                                        1 YEAR      3 YEARS     5 YEARS     10 YEARS     20 YEARS        INCEPTION*
- ---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>           <C>         <C>         <C>          <C>            <C>
- ---------------------------------------------------------------------------------------------------------------------
MFS RESEARCH                           22.43%         --          --           --          --              40.79%
- ---------------------------------------------------------------------------------------------------------------------
  Lipper Growth                        25.82%         --          --           --          --              52.86%
- ---------------------------------------------------------------------------------------------------------------------
  Benchmark                            28.58%         --          --           --          --              57.60%
- ---------------------------------------------------------------------------------------------------------------------
MFS EMERGING GROWTH COMPANIES          32.70%         --          --           --          --              60.99%
- ---------------------------------------------------------------------------------------------------------------------
  Lipper MidCap                        15.97%         --          --           --          --              42.16%
- ---------------------------------------------------------------------------------------------------------------------
  Benchmark                            (2.54)%        --          --           --          --              25.40%
- ---------------------------------------------------------------------------------------------------------------------
MERRILL LYNCH BASIC VALUE EQUITY       10.08%         --          --           --          --              27.65%
- ---------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income               15.54%         --          --           --          --              15.59%
- ---------------------------------------------------------------------------------------------------------------------
  Benchmark                            28.58%         --          --           --          --              57.60%
- ---------------------------------------------------------------------------------------------------------------------
MERRILL LYNCH WORLD STRATEGY            5.38%         --          --           --          --               9.34%
- ---------------------------------------------------------------------------------------------------------------------
  Lipper Global Flexible Portfolio      9.34%         --          --           --          --              19.41%
- ---------------------------------------------------------------------------------------------------------------------
  Benchmark                            19.55%         --          --           --          --              33.33%
- ---------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY EMERGING
  MARKETS EQUITY                      (28.01)%        --          --           --          --             (42.83)%
- ---------------------------------------------------------------------------------------------------------------------
  Lipper Emerging Markets             (30.50)%        --          --           --          --             (45.67)%
- ---------------------------------------------------------------------------------------------------------------------
  Benchmark                           (25.34)%        --          --           --          --             (36.71)%
- ---------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM GROWTH & INCOME
  VALUE                                11.30%         --          --           --          --              28.16%
- ---------------------------------------------------------------------------------------------------------------------
  Lipper Growth & Income               15.54%         --          --           --          --              38.49%
- ---------------------------------------------------------------------------------------------------------------------
  Benchmark                            28.58%         --          --           --          --              57.60%
- ---------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM INVESTORS GROWTH             34.45%         --          --           --          --              66.08%
- ---------------------------------------------------------------------------------------------------------------------
  Lipper Growth                        25.82%         --          --           --          --              52.86%
- ---------------------------------------------------------------------------------------------------------------------
  Benchmark                            28.58%         --          --           --          --              57.60%
- ---------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM INTERNATIONAL EQUITY         17.86%         --          --           --          --              27.98%
- ---------------------------------------------------------------------------------------------------------------------
  Lipper International                 12.17%         --          --           --          --              15.88%
- ---------------------------------------------------------------------------------------------------------------------
  Benchmark                            20.00%         --          --           --          --              23.42%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------------
* Portfolio inception dates are shown in Table 1.

<PAGE>


- --------------------------------------------------------------------------------
80  INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        TABLE 5
                                              YEAR-BY-YEAR RATES OF RETURN:

- -------------------------------------------------------------------------------------------------------------------------------
                              1989     1990      1991      1992      1993      1994      1995      1996      1997       1998
- -------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>       <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>
Alliance Money Market        7.45%     6.50%    4.49%     1.91%     1.32%     2.36%     4.06%     3.64%     3.74%      3.66%
- -------------------------------------------------------------------------------------------------------------------------------
Alliance High Yield          3.46%    (2.70)%  22.48%    10.51%    21.19%    (4.33)%   18.01%    20.91%     16.58%    (6.66)%
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Common Stock       23.60%    (9.59)%  35.69%     1.57%    22.83%    (3.70)%   30.34%    22.28%     27.16%    27.32%
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock   41.22%     6.43%   83.89%    (4.71)%   14.89%    (5.35)%   29.54%    20.24%      9.04%    (1.30)%
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth     --       --        --        --        --        --        --        --       25.38%+   (5.73)%
- -------------------------------------------------------------------------------------------------------------------------------
BT Equity 500 Index           --       --        --        --        --        --        --        --          --     23.44%
- -------------------------------------------------------------------------------------------------------------------------------
BT Small Company Index        --       --        --        --        --        --        --        --          --     (3.63)%
- -------------------------------------------------------------------------------------------------------------------------------
BT International Equity
Index                         --       --        --        --        --        --        --        --          --      18.47%
- -------------------------------------------------------------------------------------------------------------------------------
JPM Core Bond                 --       --        --        --        --        --        --        --          --       7.56%
- -------------------------------------------------------------------------------------------------------------------------------
Lazard Large Cap Value        --       --        --        --        --        --        --        --          --      18.44%
- -------------------------------------------------------------------------------------------------------------------------------
Lazard Small Cap Value        --       --        --        --        --        --        --        --          --      (8.32)%
- -------------------------------------------------------------------------------------------------------------------------------
MFS Research                  --       --        --        --        --        --        --        --        14.99%+   22.43%
- -------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth
  Companies                   --       --        --        --        --        --        --        --        21.32%+   32.70%
- -------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch Basic
  Value Equity                --       --        --        --        --        --        --        --        15.97%+  (10.08)%
- -------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch
  World Strategy              --       --        --        --        --        --        --        --         3.76%+    5.38%
- -------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging
  Markets Equity              --       --        --        --        --        --        --        --       (20.59)%+  (28.01)%
- -------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income     --       --        --        --        --        --        --        --        15.15%+    11.30%
  Value
- -------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Investors Growth    --       --        --        --        --        --        --        --        23.53%+   34.45%
- -------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam International       --       --        --        --        --        --        --        --         8.59%+   17.86%
  Equity
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------------
+ Returns for these Portfolios represent less than 12 months of performance. The
  returns are as of each Portfolio inception date as shown in Table 1.



<PAGE>



- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  81
- --------------------------------------------------------------------------------


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

COMMUNICATING PERFORMANCE DATA

In reports or other communications to contract owners or in advertising
material, we may describe general economic and market conditions affecting our
variable investment options and the portfolios and may compare the performance
or ranking of those options and the portfolios with:

o those of other insurance company separate accounts or mutual funds included
in the rankings prepared by Lipper Analytical Services, Inc., Morningstar,
Inc., VARDS, or similar investment services that monitor the performance of
insurance company separate accounts or mutual funds;

o other appropriate indices of investment securities and averages for peer
  universes of mutual funds; or

o data developed by us derived from such indices or averages.

We also may furnish to present or prospective  contract owners  advertisements
or other communications that include evaluations of a variable investment
option or portfolio by nationally recognized financial  publications.  Examples
of such publications are:

- --------------------------------------------------------------------------------
Barron's                                           Investment Management Weekly
Morningstar's Variable Annuity                     Money Management Letter
     Sourcebook                                    Investment Dealers Digest
Business Week                                      National Underwriter
Forbes                                             Pension & Investments
Fortune                                            USA Today
Institutional Investor                             Investor's Business Daily
Money                                              The New York Times
Kiplinger's Personal Finance                       The Wall Street Journal
Financial Planning                                 The Los Angeles Times
Investment Adviser                                 The Chicago Tribune
- --------------------------------------------------------------------------------

Lipper compiles performance data for peer universes of funds with similar
investment objectives in its Lipper Survey. Morningstar, Inc. compiles similar
data in the Morningstar Variable Annuity/Life Report (Morningstar
Report).

The Lipper Survey records performance data as reported to it by over 800
mutual funds underlying variable annuity and life insurance products. It
divides these actively managed portfolios into 25 categories by portfolio
objectives. The Lipper Survey contains two different universes, which reflect
different types of fees in performance data:

o The "separate account" universe reports performance data net of investment
  management fees, direct operating expenses and asset-based charges applicable
  under variable life and annuity contracts, and

o The "mutual fund" universe reports performance net only of investment
  management fees and direct operating expenses, and therefore reflects only
  charges that relate to the underlying mutual fund.

The Morningstar Variable Annuity/Life Report consists of nearly 700 variable
life and annuity funds, all of which report their data net of investment
management fees, direct operating expenses and separate account level charges.
VARDS is a monthly reporting service that monitors approximately 2,500
variable life and variable annuity funds on performance and account
information.

YIELD INFORMATION

Current yield for the Alliance Money Market option will be based on net
changes in a hypothetical investment over a given seven-day period, exclusive
of capital changes, and then "annualized" (assuming that the same seven-day
result would occur each week for 52 weeks). Current yield for the Alliance
High Yield option will be based on net changes in a hypothetical investment
over a given 30-day period, exclusive of capital changes, and then
"annualized" (assuming that the same 30-day result would occur each month for
12 months).

"Effective yield" is calculated in a similar manner, but when annualized, any
income earned by the investment is assumed to be reinvested. The "effective
yield" will be slightly higher than the "current yield" because any earnings
are compounded weekly for the Alliance Money Market option. The current yields
and effective yields assume the deduction of all contract charges and expenses
other than the withdrawal charge, the optional baseBUILDER benefits charge,
the annual administrative charge, and any charge for

<PAGE>



- --------------------------------------------------------------------------------
82  INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


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

taxes such as premium tax. The yields and effective yields for the Alliance
Money Market option, when used for the special dollar cost averaging program,
assume that no contract charges are deducted. For more information, see "Yield
Information for the Alliance Money Market Option and Alliance High Yield
Option" in the SAI.

<PAGE>



- --------------------------------------------------------------------------------
                             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE  83
- --------------------------------------------------------------------------------


10
Incorporation of certain documents by reference

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

Equitable Life's annual report on Form 10-K for the year ended December 31,
1998, a current report on Form 8-K dated September 1, 1999, and a quarterly
report on Form 10-Q for the quarter ended June 30, 1999, are considered to be
a part of this prospectus because they are incorporated by reference.

After the date of this prospectus and before we terminate the offering of the
securities under this prospectus, all documents or reports we file with the
SEC under the Securities Exchange Act of 1934 ("Exchange Act") will be
considered to become part of this prospectus because they are incorporated by
reference.

Any statement contained in a document that is, or becomes part of this
prospectus, will be considered changed or replaced for purposes of this
prospectus if a statement contained in this prospectus changes or is replaced.
Any statement that is considered to be a part of this prospectus because of
its incorporation will be considered changed or replaced for the purpose of
this prospectus if a statement contained in any other subsequently filed
document that is considered to be part of this prospectus changes or replaces
that statement. After that, only the statement that is changed or replaced
will be considered to be part of this prospectus.

We file our Exchange Act documents and reports, including our annual and
quarterly reports on Form 10-K and Form 10-Q, electronically according to
EDGAR under CIK No. 0000727920. The SEC maintains a Web site that contains
reports, proxy and information statements, and other information regarding
registrants that file electronically with the SEC. The address of the site is
http://www.sec.gov.

Upon written or oral request, we will provide, free of charge, to each person
to whom this prospectus is delivered, a copy of any or all of the documents
considered to be part of this prospectus because they are incorporated herein.
This does not include exhibits not specifically incorporated by reference into
the text of such documents. Requests for documents should be directed to The
Equitable Life Assurance Society of the United States, 1290 Avenue of the
Americas, New York, New York 10104. Attention: Corporate Secretary (telephone:
(212) 554-1234).

<PAGE>




- --------------------------------------------------------------------------------
                               APPENDIX I: CONDENSED FINANCIAL INFORMATION   A-1
- --------------------------------------------------------------------------------

Appendix I: Condensed financial information

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


UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------
                                                                                 FOR THE YEARS ENDING
                                                                 ------------------------------------------------------
                                                                     DEC. 31, 1997                   DEC. 31, 1998
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                            <C>
  ALLIANCE MONEY MARKET
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                           $ 25.00                        $ 25.92
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                     1,153                          5,158
- -----------------------------------------------------------------------------------------------------------------------
  ALLIANCE HIGH YIELD
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                           $ 29.96                        $ 27.96
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                     1,256                          4,521
- -----------------------------------------------------------------------------------------------------------------------
  ALLIANCE COMMON STOCK
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                           $186.29                        $237.18
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                       434                          1,542
- -----------------------------------------------------------------------------------------------------------------------
  ALLIANCE AGGRESSIVE STOCK
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                             70.28                        $ 67.37
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                       380                            939
- -----------------------------------------------------------------------------------------------------------------------
  ALLIANCE SMALL CAP GROWTH
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                           $ 12.54                        $ 11.82
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                     2,521                          6.101
- -----------------------------------------------------------------------------------------------------------------------
  BT EQUITY 500 INDEX
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                           $ 10.00                        $ 12.34
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                        --                         12,279
- -----------------------------------------------------------------------------------------------------------------------
  BT SMALL COMPANY INDEX
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                           $ 10.00                        $  9.64
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                        --                          1,610
- -----------------------------------------------------------------------------------------------------------------------
  BT INTERNATIONAL EQUITY INDEX
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                           $ 10.00                        $ 11.85
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                        --                          1,827
- -----------------------------------------------------------------------------------------------------------------------
  JPM CORE BOND
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                           $ 10.00                        $ 10.76
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                        --                          8,661
- -----------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>


- --------------------------------------------------------------------------------
A-2  APPENDIX I: CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------
                                                                                 FOR THE YEARS ENDING
                                                                 ------------------------------------------------------
                                                                     DEC. 31, 1997                   DEC. 31, 1998
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                             <C>
  LAZARD LARGE CAP VALUe
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                                $10.00                          $11.84
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                           --                            5,696
- -----------------------------------------------------------------------------------------------------------------------
  LAZARD SMALL CAP VALUE
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                                $10.00                           $9.17
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                           --                            4,733
- -----------------------------------------------------------------------------------------------------------------------
  MFS RESEARCH
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                                $11.50                          $14.08
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                         5,257                          14,913
- -----------------------------------------------------------------------------------------------------------------------
  MFS EMERGING GROWTH COMPANIES
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                                $12.13                          $16.10
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                         3,327                           9,117
- -----------------------------------------------------------------------------------------------------------------------
  MERRILL LYNCH BASIC VALUE EQUITYY
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                                 11.60                          $12.76
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                         1,182                           4,389
- -----------------------------------------------------------------------------------------------------------------------
  MERRILL LYNCH WORLD STRATEGY
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                                $10.38                          $10.94
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                           306                             717
- -----------------------------------------------------------------------------------------------------------------------
  MORGAN STANLEY EMERGING MARKETS EQUITY
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                                 $7.94                           $5.72
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                          --                             1,805
- -----------------------------------------------------------------------------------------------------------------------
  EQ/PUTNAM GROWTH & INCOME VALUE
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                                $11.52                          $12.82
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                         8,113                          24,343
- -----------------------------------------------------------------------------------------------------------------------
  EQ/PUTNAM INVESTORS GROWTHE
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                               $12.35                           $16.61
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                        2,581                           10,072
- -----------------------------------------------------------------------------------------------------------------------
  EQ/PUTNAM INTERNATIONAL EQUITY INVESTORS
- -----------------------------------------------------------------------------------------------------------------------
  Unit value                                                               $10.86                           $12.80
- -----------------------------------------------------------------------------------------------------------------------
  Number of units outstanding (000s)                                        4,609                           10,607
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


- --------------------------------------------------------------------------------
                      APPENDIX II: PURCHASE CONSIDERATIONS FOR QP CONTRACTS  B-1
- --------------------------------------------------------------------------------

Appendix II: Purchase considerations for QP contracts

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

Trustees who are considering the purchase of an Equitable Accumulator QP
contract should discuss with their tax advisers whether this is an appropriate
investment vehicle for the employer's plan. Trustees should consider whether the
plan provisions permit the investment of plan assets in the QP contract, the
distribution of such an annuity, the purchase of the guaranteed minimum income
benefit, and the payment of death benefits in accordance with the requirements
of the federal income tax rules. The QP contract and this prospectus should be
reviewed in full, and the following factors, among others, should be noted.
Assuming continued plan qualification and operation, earnings on qualified plan
assets will accumulate value on a tax-deferred basis even if the plan is not
funded by the Equitable Accumulator QP contract or another annuity. Therefore,
you should purchase an Equitable Accumulator QP contract to fund a plan for the
contract's features and benefits other than tax deferral. This QP contract
accepts transfer contributions only and not regular, ongoing payroll
contributions. For 401(k) plans under defined contribution plans, no employee
after-tax contributions are accepted.

Under defined benefit plans, we will not accept rollovers from a defined
contribution plan to a defined benefit plan. We will only accept transfers from
a defined benefit plan or a change of investment vehicles in the plan. For
defined benefit plans, the maximum percentage of actuarial value of the plan
participant/employee's normal retirement benefit that can be funded by a QP
contract is 80%. The account value under a QP contract may at any time be more
or less than the lump sum actuarial equivalent of the accrued benefit for a
defined benefit plan participant/employee. Equitable Life does not guarantee
that the account value under a QP contract will at any time equal the actuarial
value of 80% of a participant/employee's accrued benefit. If overfunding of a
plan occurs, withdrawals from the QP contract may be required. A withdrawal
charge and/or market value adjustment may apply.

Further, Equitable Life will not perform or provide any plan recordkeeping
services with respect to the QP contracts. The plan's administrator will be
solely responsible for performing or providing for all such services. There is
no loan feature offered under the QP contracts, so if the plan provides for
loans and a participant/employee takes a loan from the plan, other plan assets
must be used as the source of the loan and any loan repayments must be credited
to other investment vehicles and/or accounts available under the plan.

Given that required minimum distributions must generally commence from the plan
for annuitants after age 70 1/2, trustees should consider whether the QP
contract is an appropriate purchase for annuitants approaching or over age
70 1/2.

Finally, because the method of purchasing the QP contract and the features of
the QP contract may appeal more to plan participants/employees who are older and
tend to be highly paid, and because certain features of the QP contract are
available only to plan participants/employees who meet certain minimum and/or
maximum age requirements, plan trustees should discuss with their advisers
whether the purchase of the QP contract would cause the plan to engage in
prohibited discrimination in contributions, benefits or otherwise.


<PAGE>


- --------------------------------------------------------------------------------
                              APPENDIX III: MARKET VALUE ADJUSTMENT EXAMPLE  C-1
- --------------------------------------------------------------------------------

Appendix III: Market value adjustment example

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

The example below shows how the market value adjustment would be determined and
how it would be applied to a withdrawal, assuming that $100,000 was allocated on
February 15, 2000 to a fixed maturity option with a maturity date of February
15, 2009 (nine years later) at a rate to maturity of 7.00%, resulting in a
maturity value at the maturity date of $183,846. We further assume that a
withdrawal of $50,000 is made four years later on February 15, 2004.


- --------------------------------------------------------------------------------
                                                           ASSUMED RATE TO
                                                   MATURITY ON FEBRUARY 15, 2004
- --------------------------------------------------------------------------------
                                                           5.00%        9.00%
- --------------------------------------------------------------------------------
 AS OF FEBRUARY 15, 2004 (BEFORE WITHDRAWAL)
- --------------------------------------------------------------------------------
(1) Market adjusted amount                               $144,048     $119,487
- --------------------------------------------------------------------------------
(2) Fixed maturity amount                                $131,080     $131,080
- --------------------------------------------------------------------------------
(3) Market value adjustment:
   (1) - (2)                                             $ 12,968     $(11,593)
- --------------------------------------------------------------------------------
 ON FEBRUARY 15, 2004 (AFTER WITHDRAWAL)
- --------------------------------------------------------------------------------
(4) Portion of market value adjustment associated
    with withdrawal: (3) x [$50,000/(1)]                 $  4,501     $ (4,851)
- --------------------------------------------------------------------------------
(5) Reduction in fixed maturity amount
    [$50,000 - (4)]                                      $ 45,499     $ 54,851
- --------------------------------------------------------------------------------
(6) Fixed maturity amount (2) - (5)                      $ 85,581     $ 76,229
- --------------------------------------------------------------------------------
(7) Maturity value                                       $120,032     $106,915
- --------------------------------------------------------------------------------
(8) Market adjusted amount of (7)                        $ 94,048     $ 69,487
- --------------------------------------------------------------------------------

You should note that under this example if a withdrawal is made when rates have
increased from 7.00% to 9.00% (right column), a portion of a negative market
value adjustment is realized. On the other hand, if a withdrawal is made when
rates have decreased from 7.00% to 5.00% (left column), a portion of a positive
market value adjustment is realized.

<PAGE>



- --------------------------------------------------------------------------------
                      APPENDIX IV: GUARANTEED MINIMUM DEATH BENEFIT EXAMPLE  D-1
- --------------------------------------------------------------------------------

Appendix IV: Guaranteed minimum death benefit example

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

The death benefit under the contracts is equal to the account value or, if
greater, the guaranteed minimum death benefit.

The following illustrates the guaranteed minimum death benefit calculation.
Assuming $100,000 is allocated to the variable investment options (with no
allocation to the Alliance Money Market option or the fixed maturity options),
no additional contributions, no transfers and no withdrawals, and no loans under
a Rollover TSA contract, the guaranteed minimum death benefit for an annuitant
age 45 would be calculated as follows:


- --------------------------------------------------------------------------------
   END OF                            50% ROLL UP TO AGE 8   ANNUAL RATEHET TO
 CONTRACT                             GUARANTEED MINIMUM    AGE 80 GUARANTEED
   YEAR           ACCOUNT VALUE         DEATH BENEFIT(1)   MINIMUM DEATH BENEFIT
- --------------------------------------------------------------------------------
    1             $105,000               $105,000(1)          $105,000(3)
- --------------------------------------------------------------------------------
    2             $115,500               $110,250(2)          $115,500(3)
- --------------------------------------------------------------------------------
    3             $129,360               $115,763(2)          $129,360(3)
- --------------------------------------------------------------------------------
    4             $103,488               $121,551(1)          $129,360(4)
- --------------------------------------------------------------------------------
    5             $113,837               $127,628(1)          $129,360(4)
- --------------------------------------------------------------------------------
    6             $127,497               $134,010(1)          $129,360(4)
- --------------------------------------------------------------------------------
    7             $127,497               $140,710(1)          $129,360(4)
- --------------------------------------------------------------------------------

The account values for contract years 1 through 7 are based on hypothetical
rates of return of 5.00%, 10.00%, 12.00%, (20.00)%, 10.00%, 12.00% and 0.00%. We
are using these rates solely to illustrate how the benefit is determined. The
return rates bear no relationship to past or future investment results.

5% ROLL UP TO AGE 80

(1) At the end of contract year 1, and again at the end of contract years 4
    through 7, the death benefit will be equal to the guaranteed minimum death
    benefit.

(2) At the end of contract years 2 and 3, the death benefit will be equal to the
    current account value since it is higher than the current guaranteed minimum
    death benefit.

ANNUAL RATCHET TO AGE 80

(3) At the end of contract  years 1 through 3, the  guaranteed  minimum death
    benefit is equal to the current account value.

(4) At the end of contract years 4 through 7, the guaranteed minimum
    death benefit is equal to the guaranteed minimum death benefit at the
    end of the prior year since it is equal to or higher than the current
    account value.

<PAGE>



- --------------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------


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


TABLE OF CONTENTS


                                                            PAGE
Unit Values                                                   2

Annuity Unit Values                                           2

Custodian and Independent Accountants                         3

Yield Information for the Alliance Money Market Option
  and Alliance High Yield Option                              3

Long-Term Market Trends                                       5

Key Factors in Retirement Planning                            8

Financial Statements                                         12


HOW TO OBTAIN AN EQUITABLE ACCUMULATOR STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT NO. 49

Send this request form to:
   Equitable Accumulator
   P.O. Box 1547
   Secaucus, NJ 07096-1547

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

Please send me an Equitable Accumulator Select SAI for Separate Account No. 49
dated October 18, 1999.


- --------------------------------------------------------------------------------
Name

- --------------------------------------------------------------------------------
Address

- --------------------------------------------------------------------------------
City                     State         Zip






(SAI 1AMLF (10/99))
<PAGE>

Equitable Accumulator(SM)
A combination variable and
fixed deferred annuity contract

STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 18, 1999

THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104

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

This statement of additional information ("SAI") is not a prospectus. It should
be read in conjunction with the related Equitable Accumulator prospectus, dated
October 18, 1999. That prospectus provides detailed information concerning the
contracts and the variable investment options, as well as the fixed maturity
options, that fund the contracts. Each variable investment option is a
subaccount of Equitable Life's Separate Account No. 49. The fixed maturity
options are part of Equitable Life's general account. Definitions of special
terms used in the SAI are found in the prospectus.

A copy of the prospectus is available free of charge by writing the processing
office (Post Office Box 1547, Secaucus, NJ 07096-1547), by calling
1-800-789-7771 toll free, or by contacting your registered representative.


TABLE OF CONTENTS


Unit Values                                                                2
Annuity Unit Values                                                        2
Custodian and Independent Accountants                                      3
Yield Information for the Alliance Money Market
   Option and Alliance High Yield Option                                   3
Long-Term Market Trends                                                    5
Key Factors in Retirement Planning                                         8
Financial Statements                                                      12

    Copyright 1999 The Equitable Life Assurance Society of the United States.
              All rights reserved. Accumulator is a service mark of
           The Equitable Life Assurance Society of the United States.


SAI 1A (10/99)
<PAGE>

- --------------------------------------------------------------------------------
2
- --------------------------------------------------------------------------------


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

UNIT VALUES

Unit values are determined at the end of each valuation period for each of the
variable investment options. We may offer other annuity contracts and
certificates which will have their own unit values for the variable investment
options. They may be different from the unit values for the Equitable
Accumulator.

The unit value for a variable investment option for any valuation period is
equal to: (i) the unit value for the preceding valuation period multiplied by
(ii) the net investment factor for that option for that valuation period. A
valuation period is each business day together with any preceding non-business
days. The net investment factor is:

     (a/b) - c

where:

(a)  is the value of the variable investment option's shares of the
     corresponding portfolio at the end of the valuation period. Any amounts
     allocated to or withdrawn from the option for the valuation period are not
     taken into account. For this purpose, we use the share value reported to us
     by EQ Advisors Trust.

(b)  is the value of the variable investment option's shares of the
     corresponding portfolio at the end of the preceding valuation period. (Any
     amounts allocated or withdrawn for that valuation period are taken into
     account.)

(c)  is the daily mortality and expense risks charge and administrative charge
     relating to the contracts, times the number of calendar days in the
     valuation period. These daily charges are at an effective annual rate not
     to exceed a total of 1.35%.

ANNUITY UNIT VALUES

The annuity unit value for each variable investment option was fixed at $1.00 on
each option's respective effective date (as shown in the prospectus) for
contracts with assumed base rates of net investment return of both 5% and 3 1/2%
a year. For each valuation period after that date, it is the annuity unit value
for the immediately preceding valuation period multiplied by the adjusted net
investment factor under the contract. For each valuation period, the adjusted
net investment factor is equal to the net investment factor reduced for each day
in the valuation period by:

o    .00013366 of the net investment factor if the assumed base rate of net
     investment return is 5% a year; or

o    .00009425 of the net investment factor if the assumed base rate of net
     investment return is 3 1/2%.

Because of this adjustment, the annuity unit value rises and falls depending on
whether the actual rate of net investment return (after deduction of charges) is
higher or lower than the assumed base rate.

All contracts have a 5% assumed base rate of net investment return, except in
states where that rate is not permitted. Annuity payments under contracts with
an assumed base rate of 3 1/2% will at first be smaller than those under
contracts with a 5% assumed base rate. Payments under the 3 1/2% contracts,
however, will rise more rapidly when unit values are rising, and payments will
fall more slowly when unit values are falling than those under 5% contracts.

The amounts of variable annuity payments are determined as follows:

Payments normally start on the business day specified on your election form, or
on such other future date you specify. The payments are made on a monthly basis.
The first three payments are of equal amounts. Each of the first three payments
will be based on the amount specified in the Tables of Guaranteed Annuity
Payments in your contract.

The first three payments depend on the assumed base rate of net investment
return and the form of annuity chosen (and any fixed period or period certain).
If the annuity involved is a life
<PAGE>

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                                                                              3
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contingency, the risk class and the age of the annuitants will affect payments.

The amount of the fourth and each later payment will vary according to the
investment performance of the variable investment options. We calculate each
monthly payment by multiplying the number of annuity units credited by the
average annuity unit value for the second calendar month immediately preceding
the due date of the payment. We calculate the number of units by dividing the
first monthly payment by the annuity unit value for the valuation period. This
includes the due date of the first monthly payment. The average annuity unit
value is the average of the annuity unit values for the valuation periods ending
in that month. Variable income annuities may also be available by separate
prospectus through other separate accounts we offer.

ILLUSTRATION OF CHANGES IN ANNUITY UNIT VALUES
To show how we determine variable annuity payments from month to month, assume
that the account value on the date annuity payments are to begin is enough to
fund an annuity with a monthly payment of $363. Also assume that the annuity
unit value for the valuation period that includes the due date of the first
annuity payment is $1.05. The number of annuity units credited under the
contract would be 345.71 (363 divided by 1.05 = 345.71).

If the fourth monthly payment is due in March, and the average annuity unit
value for January was $1.10, the annuity payment for March would be the number
of units (345.71) times the average annuity unit value ($1.10), or $380.28. If
the average annuity unit value was $1 in February, the annuity payment for April
would be 345.71 times $1, or $345.71.

CUSTODIAN AND INDEPENDENT ACCOUNTANTS

Equitable Life is the custodian for the shares of EQ Advisors Trust owned by
Separate Account No. 49.

The financial statements of Separate Account No. 49 as at December 31, 1998 and
for the periods ended December 31, 1998 and 1997, and the consolidated financial
statements of Equitable Life as at December 31, 1998 and 1997 and for each of
the three years ended December 31, 1998 included in this SAI have been so
included in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

YIELD INFORMATION FOR THE ALLIANCE MONEY MARKET OPTION AND ALLIANCE HIGH YIELD
OPTION

ALLIANCE MONEY MARKET OPTION
The Alliance Money Market option calculates yield information for seven-day
periods. The seven-day current yield calculation is based on a hypothetical
contract with one unit at the beginning of the period. To determine the
seven-day rate of return, the net change in the unit value is computed by
subtracting the unit value at the beginning of the period from a unit value,
exclusive of capital changes, at the end of the period.

The net change is then reduced by the average administrative charge factor
(explained below). This reduction is made to recognize the deduction of the
annual administrative charge under the Flexible Premium IRA and Flexible Premium
Roth IRA contracts, which is not reflected in the unit value.

Unit values reflect all other accrued expenses of the Alliance Money Market
option but do not reflect any withdrawal charges, the optional benefit charge,
or charges for applicable taxes such as state or local premium taxes. Under the
Alliance Money Market special dollar cost averaging program, unit values also do
not reflect the mortality and expense risks charge and the administrative
charge.

The adjusted net change is divided by the unit value at the beginning of the
period to obtain what is called the adjusted base period rate of return. This
seven-day adjusted base period return is then multiplied by 365/7 to produce an
annualized seven-day current yield figure carried to the nearest one-hundredth
of one percent.

The actual dollar amount of the annual administrative charge that is deducted
from the Alliance Money Market option will vary for each contract depending upon
the percentage of the
<PAGE>

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4
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- --------------------------------------------------------------------------------

account value allocated to the Alliance Money Market option. To determine the
effect of the annual administrative charge on the yield, we start with the total
dollar amounts of the charges deducted from the option during the 12-month
period ending on the last day of the prior year. The amount is multiplied by
7/365 to produce an average administrative charge factor which is used in all
weekly yield computations for the ensuing year. The average administrative
charge factor is then divided by the number of Alliance Money Market units as of
the end of the prior calendar year, and the resulting quotient is deducted from
the net change in unit value for the seven-day period.

The effective yield is obtained by modifying the current yield to take into
account the compounding nature of the Alliance Money Market option's
investments, as follows: the unannualized adjusted base period return is
compounded by adding one to the adjusted base period return, raising the sum to
a power equal to 365 divided by 7, and subtracting one from the result, i.e.,
effective yield = (base period return + 1 ) [superscript: 365/7] - 1. The
Alliance Money Market option yields will fluctuate daily. Accordingly, yields
for any given period do not necessarily represent future results. In addition,
the value of units of the Alliance Money Market option will fluctuate and not
remain constant.

ALLIANCE HIGH YIELD OPTION
The Alliance High Yield option calculates yield information for 30-day periods.
The 30-day current yield calculation is based on a hypothetical contract with
one unit at the beginning of the period. To determine the 30-day rate of return,
the net change in the unit value is computed by subtracting the unit value at
the beginning of the period from a unit value, exclusive of capital changes, at
the end of the period.

The net change is then reduced by the average administrative charge factor
(explained below). This reduction is made to recognize the deduction of the
annual administrative charge under the Flexible Premium IRA and Flexible Premium
Roth IRA contracts, which is not reflected in the unit value.

Unit values reflect all other accrued expenses of the Alliance High Yield option
but do not reflect any withdrawal charges, the optional benefit charge or
charges for applicable taxes such as state or local premium taxes.

The adjusted net change is divided by the unit value at the beginning of the
period to obtain the adjusted base period rate of return. This 30-day adjusted
base period return is then multiplied by 365/30 to produce an annualized 30-day
current yield figure carried to the nearest one-hundredth of one percent.

The actual dollar amount of the annual administrative charge that is deducted
from the Alliance High Yield option will vary for each contract depending upon
the percentage of the account value allocated to the Alliance High Yield option.
To determine the effect of the annual administrative charge on the yield, we
start with the total dollar amounts of the charges deducted from the option
during the 12-month period ending on the last day of the prior year. The amount
is multiplied by 30/365 to produce an average administrative charge factor which
is used in all 30-day yield computations for the ensuing year. The average
administrative charge factor is then divided by the number of Alliance High
Yield units as of the end of the prior calendar year, and the resulting quotient
is deducted from the net change in unit value for the 30-day period.

The yield for the Alliance High Yield option will fluctuate daily. Accordingly,
the yield for any given period does not necessarily represent future results. In
addition, the value of units of the Alliance High Yield option will fluctuate
and not remain constant.

ALLIANCE MONEY MARKET OPTION AND ALLIANCE HIGH YIELD OPTION YIELD INFORMATION
The yields for the Alliance Money Market option and Alliance High Yield option
reflect charges that are not normally reflected in the yields of other
investments. Therefore, they may be lower when compared with yields of other
investments. The yields for the Alliance Money Market option and Alliance High
Yield option should not be compared to the return on fixed rate investments
which guarantee rates of interest for specified periods, such as the fixed
maturity options. Nor should the
<PAGE>

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                                                                              5
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yields be compared to the yields of money market options made available to the
general public.

The seven-day current yield for the Alliance Money Market option was 4.19% for
the period ended December 31, 1998. The effective yield for that period was
4.28%.

The 30-day current yield for the Alliance High Yield option was 12.89% for the
period ended December 31, 1998.

Because the above yields reflect the deduction of variable investment option
expenses, they are lower than the corresponding yield figures for the Alliance
Money Market and Alliance High Yield portfolios which reflect only the deduction
of EQ Advisors Trust level expenses. Because the Flexible Premium IRA and
Flexible Premium Roth IRA contracts described in the prospectus are being
offered for the first time in 1999, the above yields do not reflect the annual
administrative charge which would apply under these contracts.

LONG-TERM MARKET TRENDS

As a tool for understanding how different investment strategies may affect
long-term results, it may be useful to consider the historical returns on
different types of assets. The following charts present historical return trends
for various types of securities. The information presented, while not directly
related to the performance of the variable investment options, helps to provide
a perspective on the potential returns of different asset classes over different
periods of time. By combining this information with knowledge of your own
financial needs (for example, the length of time until you retire, your
financial requirements at retirement), you may be able to better determine how
you wish to allocate contributions among the variable investment options.

Historically, the long-term investment performance of common stocks has
generally been superior to that of long- or short-term debt securities. For
those investors who have many years until retirement, or whose primary focus is
on long-term growth potential and protection against inflation, there may be
advantages to allocating some or all of their account value to those variable
investment options that invest in stocks.

                    GROWTH OF $1 INVESTED ON JANUARY 1, 1958
                      (VALUES ARE AS OF LAST BUSINESS DAY)


[THE FOLLOWING DATA WAS REPRESENTED AS A
SHADED AREA GRAPH IN THE PRINTED DOCUMENT:]


               Common Stock       Inflation
1958               1.00              1.00
1959               1.12              1.01
1960               1.12              1.03
1961               1.43              1.04
1962               1.30              1.05
1963               1.60              1.07
1964               1.86              1.08
1965               2.10              1.10
1966               1.88              1.14
1967               2.34              1.17
1968               2.59              1.23
1969               2.37              1.30
1970               2.47              1.37
1971               2.82              1.42
1972               3.36              1.47
1973               2.87              1.60
1974               2.11              1.79
1975               2.89              1.92
1976               3.58              2.01
1977               3.32              2.15
1978               3.54              2.34
1979               4.19              2.65
1980               5.55              2.98
1981               5.28              3.25
1982               6.41              3.37
1983               7.86              3.50
1984               8.35              3.64
1985              11.03              3.78
1986              13.07              3.82
1987              13.75              3.99
1988              16.07              4.16
1989              21.13              4.36
1990              20.46              4.62
1991              26.74              4.76
1992              28.75              4.90
1993              31.63              5.04
1994              32.04              5.17
1995              44.03              5.30
1996              54.19              5.48
1997              72.27              5.57
1998              92.93              5.67


[LIGHT SHADED AREA = COMMON STOCK]
[DARK SHADED AREA = INFLATION]

[END OF GRAPHICALLY REPRESENTED DATA]

Source: Ibbotson Associates, Inc. See discussion and information preceding and
following chart on next page.


Over shorter periods of time, however, common stocks tend to be subject to more
dramatic changes in value than fixed-income (debt) securities. Investors who are
nearing retirement age, or who have a need to limit short-term risk, may find it
preferable to allocate a smaller percentage of their account value to those
variable investment options that invest in common stocks. The following graph
illustrates the monthly fluctuations in value of $1 based on monthly returns of
the Standard & Poor's 500 during 1990, a year that represents more typical
volatility than 1998.
<PAGE>

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6
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                    GROWTH OF $1 INVESTED ON JANUARY 1, 1990
                      (VALUES ARE AS OF LAST BUSINESS DAY)

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK AND WHITE LINE GRAPH
IN THE PRINTED DOCUMENT:]

                       Intermediate-Term
                          Govt. Bonds               Common Stocks
  1/1/90                      1.00                      1.00
  Jan.                        0.99                      0.93
  Feb.                        0.99                      0.94
  Mar.                        0.99                      0.97
  Apr.                        0.98                      0.95
  May                         1.01                      1.04
  June                        1.02                      1.03
  July                        1.04                      1.03
  Aug.                        1.03                      0.93
  Sep.                        1.04                      0.89
  Oct.                        1.06                      0.89
  Nov.                        1.08                      0.94
  Dec.                        1.10                      0.97

[END OF GRAPHICALLY REPRESENTED DATA]

Source: Ibbotson Associates, Inc. See discussion and information preceding and
following chart on next page.


The following chart illustrates average annual rates of return over selected
time periods between December 31, 1926 and December 31, 1998 for different types
of securities: common stocks, long-term government bonds, long-term corporate
bonds, intermediate-term government bonds and U.S. Treasury Bills. For
comparison purposes, the Consumer Price Index is shown as a measure of
inflation. The average annual returns shown in the chart reflect capital
appreciation and assume the reinvestment of dividends and interest. Investment
management fees or expenses and charges typically associated with deferred
annuity products, are not reflected.

The information presented is merely a summary of past experience for unmanaged
groups of securities and is neither an estimate nor guarantee of future
performance. Any investment in securities, whether equity or debt, involves
varying degrees of potential risk, in addition to offering varying degrees of
potential reward.

- --------------------------------------------------------------------------------
The rates of return illustrated do not represent returns of the variable
investment options. In addition, there is no assurance that the performance of
the variable investment options will correspond to rates of return such as those
illustrated in the chart.
- --------------------------------------------------------------------------------
<PAGE>

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                                                                              7
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- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
MARKET TRENDS:
ILLUSTRATIVE ANNUAL RATES OF RETURN
- -----------------------------------------------------------------------------------------------------------------------
                                                              LONG-TERM    INTERMEDIATE-   U.S.
FOR THE FOLLOWING PERIODS          COMMON       LONG-TERM     CORPORATE    TERM            TREASURY      CONSUMER
ENDING 12/31/98:                   STOCKS       GOVT. BONDS   BONDS        GOVT. BONDS     BILLS         PRICE INDEX
- -----------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>           <C>          <C>             <C>           <C>
1 Year                             28.58%       13.06%        10.76%       10.21%          4.86%         1.80%
3 Years                            28.27         9.07          8.25         6.84           5.11          2.27
5 Years                            24.06         9.52          8.74         6.20           4.96          2.41
10 Years                           19.19        11.66         10.85         8.74           5.29          3.14
20 Years                           17.75        11.14         10.86         9.85           7.17          4.53
30 Years                           12.67         9.09          9.14         8.71           6.76          5.24
40 Years                           12.00         7.20          7.43         7.39           5.94          4.44
50 Years                           13.56         5.89          6.20         6.21           5.07          3.92
60 Years                           12.49         5.43          5.62         5.50           4.26          4.19
Since 12/31/26                     11.21         5.29          5.78         5.32           3.78          3.15
Inflation adjusted since 1926       7.82         2.08          2.55         2.11           0.62          0.00
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


SOURCE: Ibbotson, Roger G., and Rex A. Sinquefield, Stocks, Bonds, Bills, and
Inflation (SBBI), 1982, updated in Stocks, Bonds, Bills and Inflation 1998
Yearbook(TM), Ibbotson Associates, Inc., Chicago. All rights reserved.

COMMON STOCKS (S&P 500) -- Standard and Poor's Composite Index, an unmanaged
weighted index of the stock performance of 500 industrial, transportation,
utility and financial companies.

LONG-TERM GOVERNMENT BONDS -- Measured using a one-bond portfolio constructed
each year containing a bond with approximately a twenty-year maturity and a
reasonably current coupon.

LONG-TERM CORPORATE BONDS -- For the period 1969-1998, represented by the
Salomon Brothers Long-Term, High-Grade Corporate Bond Index; for the period
1946-1968, the Salomon Brothers Index was backdated using Salomon Brothers
monthly yield data and a methodology similar to that used by Salomon Brothers
for 1969-1998; for the period 1927-1945, the Standard and Poor's monthly
High-Grade Corporate Composite yield data were used, assuming a 4 percent coupon
and a twenty-year maturity.

INTERMEDIATE-TERM GOVERNMENT BONDS -- Measured by a one-bond portfolio
constructed each year containing a bond with approximately a five-year maturity.

U.S. TREASURY BILLS -- Measured by rolling over each month a one-bill portfolio
containing, at the beginning of each month, the bill having the shortest
maturity not less than one month.

INFLATION -- Measured by the Consumer Price Index for all Urban Consumers
(CPI-U), not seasonally adjusted.
<PAGE>

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8
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KEY FACTORS IN RETIREMENT PLANNING

INTRODUCTION
The Equitable Accumulator is available to help meet the retirement income and
investment needs of individuals. In assessing these retirement needs, some key
factors need to be addressed: (1) the impact of inflation on fixed retirement
incomes; (2) the importance of planning early for retirement; (3) the benefits
of tax deferral; (4) the selection of an appropriate investment strategy; and
(5) the benefit of receiving annuity payments. Each of these factors is
addressed below.

- --------------------------------------------------------------------------------
Unless otherwise noted, all of the following presentations use an assumed annual
rate of return of 7.5% compounded annually. This rate of return is for
illustrative purposes only and is not intended to represent an expected or
guaranteed rate of return for any investment vehicle.

In addition, unless otherwise noted, none of the illustrations reflect any
charges that may be applied under a particular investment vehicle. Such charges
would effectively reduce the actual return under any type of investment.
- --------------------------------------------------------------------------------

All earnings in these presentations are assumed to accumulate tax deferred
unless otherwise noted. Most programs designed for retirement savings offer tax
deferral. Monies are taxed upon withdrawal and a 10% penalty tax may apply to
premature withdrawals. Certain retirement programs prohibit early withdrawals.
See "Tax information" in the prospectus. Where taxes are taken into
consideration in these presentations, a 28% tax rate is assumed.

The source of the data used by us to compile the charts which appear in this
section (other than charts 1, 2, 3, 4 and 7) is Ibbotson Associates, Inc.,
Chicago, Stocks, Bonds, Bills and Inflation [1998] Yearbook(TM). All rights
reserved.

In reports or other communications or in advertising material, we may make use
of these or other graphic or numerical illustrations that we prepare showing the
impact of inflation, planning early for retirement, tax deferral,
diversification and other concepts important to retirement planning.

INFLATION
Inflation erodes purchasing power. This means that, in an inflationary period,
the dollar is worth less as time passes. Because many people live on a fixed
income during retirement, inflation is of particular concern to them. The charts
that follow illustrate the harmful impact of inflation over an extended period
of time. Between 1968 and 1998, the average annual inflation rate was 5.24%. As
demonstrated in Chart 1, this 5.24% annual rate of inflation would cause the
purchasing power of $35,000 to decrease to only $7,562 after 30 years.

                                    CHART 1

[THE FOLLOWING DATA WAS REPRESENTED AS A
SHADED VERTICAL BAR GRAPH IN THE PRINTED DOCUMENT:]

                        (Income)
Today                   35,000
10 Years                21,002
20 Years                12,602
30 Years                 7,562

[END OF GRAPHICALLY REPRESENTED DATA]

In Chart 2, the impact of inflation is examined from another perspective.
Specifically, the chart illustrates the additional income needed to maintain the
purchasing power of $35,000 over a thirty-year period. Again, the 1968-1998
historical inflation rate of 5.24% is used. In this case, an additional $126,992
would be required to maintain the purchasing power of $35,000 after 30 years.
<PAGE>

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                                                                              9
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                                    CHART 2

[THE FOLLOWING DATA WAS REPRESENTED AS A SHADED
VERTICAL BAR GRAPH IN THE PRINTED DOCUMENT:]

                      Annual
                      Income             Increase
                      Needed               Needed
Today                  35,000                   -
10 Years               58,328              23,325
20 Years               97,204              62,204
30 Years              161,992             126,992

[END OF GRAPHICALLY REPRESENTED DATA]

STARTING EARLY
The impact of inflation highlights the need to begin a retirement program early.
The value of starting early is illustrated in the following charts.

As shown in Chart 3, if an individual makes annual contributions of $2,500 to
his or her retirement program beginning at age 30, he or she would accumulate
$414,551 by age 65 under the assumptions described earlier. If that individual
waited until age 50, he or she would only accumulate $70,193 by age 65 under the
same assumptions.

                                     CHART 3

[THE FOLLOWING DATA WAS REPRESENTED AS A SHADED
AREA GRAPH IN THE PRINTED DOCUMENT:]

<TABLE>
<S>       <C>         <C>    <C>         <C>         <C>         <C>          <C>          <C>          <C>
[BLACK:]  Age 50      $0          $0          $0          $0           $0      $15,610      $38,020      $70,193
[WHITE:]  Age 40      $0          $0          $0     $15,610      $38,020      $70,193     $116,381     $182,691
[GRAY:]   Age 30      $0     $15,610     $38,020     $70,193     $116,381     $182,691     $277,886     $414,551
</TABLE>

[END OF GRAPHICALLY REPRESENTED DATA]

In Table 1, the impact of starting early is demonstrated in another format. For
example, if an individual invests $300 monthly, he or she would accumulate
$387,193 in thirty years under our assumptions. In contrast, if that individual
invested the same $300 per month for 15 years, he or she would accumulate only
$97,804 under our assumptions.

                                     TABLE 1

- -------------------------------------------------------------------------------
 MONTHLY
 CONTRI-         YEAR         YEAR          YEAR          YEAR          YEAR
  BUTION          10           15            20            25            30
- -------------------------------------------------------------------------------
  $ 20         $ 3,532      $ 6,520       $ 10,811      $ 16,970      $ 25,813
- -------------------------------------------------------------------------------
    50           8,829       16,301         27,027        42,425        64,532
- -------------------------------------------------------------------------------
   100          17,659       32,601         54,053        84,851       129,064
- -------------------------------------------------------------------------------
   200          35,317       65,202        108,107       169,701       258,129
- -------------------------------------------------------------------------------
   300          52,976       97,804        162,160       254,552       387,193
- -------------------------------------------------------------------------------
<PAGE>

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10
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Chart 4 presents an additional way to demonstrate the significant impact of
starting to make contributions to a retirement program earlier rather than
later. It assumes that an individual had a goal to accumulate $250,000 (pre-tax)
by age 65. If he or she starts at age 30, under our assumptions he or she could
reach the goal by making a monthly pre-tax contribution of $129 (equivalent to
$93 after taxes). The total net cost for the 30-year-old in this hypothetical
example would be $39,265. If the individual in this hypothetical example waited
until age 50, he or she would have to make a monthly pre-tax contribution of
$767 (equivalent to $552 after taxes) to attain the goal, illustrating the
importance of starting early.

                                     CHART 4
                            GOAL: $250,000 BY AGE 65

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK AND WHITE
VERTICAL BAR GRAPH IN THE PRINTED DOCUMENT:]

                                                         Tax Savings
                                                     and Tax-deferred
                                        Net Cost     Earnings at 7.5%
 $93 per month        Age 30           $ 39,265          $ 210,735
$212 per month        Age 40             63,641            186,359
$552 per month        Age 50             99,383            150,617

[END OF GRAPHICALLY REPRESENTED DATA]

TAX DEFERRAL
Contributing to a retirement plan early is part of an effective strategy for
addressing the impact of inflation. Another part of such a strategy is to
carefully select the types of retirement programs in which to invest. In
deciding where to invest retirement contributions, there are three basic types
of programs.

The first type offers the most tax benefits, and therefore is potentially the
most beneficial for accumulating funds for retirement. Contributions are made
with pre-tax dollars or are tax deductible and earnings grow income tax
deferred. An example of this type of program is the deductible traditional IRA.

The second type of program also provides for tax-deferred earnings growth;
however, contributions are made with after-tax dollars. Examples of this type of
program are nondeductible traditional IRAs and non-qualified annuities.

The third approach to retirement savings is fully taxable. Contributions are
made with after-tax dollars and earnings are taxed each year. Examples of this
type of program include certificates of deposit, savings accounts, and taxable
stock, bond or mutual fund investments.

Consider an example. For the type of retirement program that offers both pre-tax
contributions and tax deferral, assume that a $2,000 annual pre-tax contribution
is made for thirty years. In this example, the retirement funds would be
$172,339 after thirty years (assuming a 7.5% rate of return, no withdrawals and
assuming the deduction of the 1.35% Separate Account daily asset charge -- but
no withdrawal charge or other charges under the contract, or trust charges to
portfolios), and such funds would be $222,309 without the effect of any charges.
Assuming a lump sum withdrawal was made in year thirty and a 28% tax bracket,
these amounts would be $124,084 and $160,062, respectively.

For the type of program that offers only tax deferral, assume an after-tax
annual contribution of $1,440 for thirty years and the same rate of return. The
after-tax contribution is derived by taxing the $2,000 pre-tax contribution,
again assuming a 28% tax bracket. In this example, the retirement funds would be
$124,084 after thirty years assuming the deduction of charges and no
withdrawals, and $160,062 without the effect of charges. Assuming a lump sum
withdrawal in year thirty, the total after-tax amount would be $101,436 with
charges deducted and $127,341 without charges as described above.
<PAGE>

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                                                                             11
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- --------------------------------------------------------------------------------

For the fully taxable investment, assume an after-tax contribution of $1,440 for
thirty years. Earnings are taxed annually. After thirty years, the amount of
this fully taxable investment is $108,046.

Keep in mind that taxable investments have fees and charges, too (investment
advisory fees, administrative charges, 12b-1 fees, sales loads, brokerage
commissions, etc.). We have not attempted to apply these fees and charges to the
fully taxable amounts since this is intended merely as an example of tax
deferral.

Again, it must be emphasized that the assumed rate of return of 7.5% compounded
annually used in these examples is for illustrative purposes only. It is not
intended to represent a guaranteed or expected rate of return on any type of
investment. Moreover, early withdrawals of tax-deferred investments are
generally subject to a 10% penalty tax.

INVESTMENT FOR RETIREMENT
Selecting an appropriate retirement program is clearly an important part of an
effective retirement planning strategy. Carefully choosing among available
investment options is another essential component.

During the 1968-1998 period, common stock average annual returns outperformed
the average annual returns of fixed investments such as long-term government
bonds and Treasury Bills (T-Bills). Common stocks earned an average annual
return of 12.67% over this period, in contrast to 9.09% and 6.76% for the other
two investment categories. Significantly, common stock returns also outpaced
inflation, which grew at 5.24% over this period.

The Equitable Accumulator can be an effective program for diversifying ongoing
investments between various asset categories. In addition, the Equitable
Accumulator offers special features which help address the risk associated with
timing the equity markets, such as dollar cost averaging. By transferring the
same dollar amount each month from the Alliance Money Market option to other
variable investment options, dollar cost averaging attempts to shield your
investment from short-term price fluctuations. This, however, does not assure a
profit or protect against a loss in declining markets.

THE BENEFIT OF ANNUITIZATION
An individual may shift the risk of outliving his or her principal by electing a
lifetime income annuity. See "Choosing your annuity payout options" under
"Accessing your money" in the prospectus. Chart 5 below shows the monthly income
that can be generated under various forms of life annuities, as compared to
receiving level payments of interest only or principal and interest from the
investment. Calculations in the Chart are based on the following assumption: a
$100,000 contribution was made at one of the ages shown, annuity payments begin
immediately, and a 5% annuitization interest rate is used. For purposes of this
example, principal and interest are paid out on a level basis over 15 years. In
the case of the interest-only scenario, the principal is always available and
may be left to other individuals at death. Under the principal and interest
scenario, a portion of the principal will be left at death, assuming the
individual dies within the 15-year period. In contrast, under the life annuity
scenarios, there is no residual amount left.

                                     CHART 5
                                 MONTHLY INCOME
                             ($100,000 CONTRIBUTION)

- --------------------------------------------------------------------------------
                       PRINCIPAL                      JOINT AND SURVIVOR*
             INTEREST  AND                    ----------------------------------
             ONLY      INTEREST               50%          66.67%       100%
             FOR       FOR         SINGLE     TO           TO           TO
 ANNUITANT   LIFE      15 YEARS    LIFE       SURVIVOR     SURVIVOR     SURVIVOR
- --------------------------------------------------------------------------------
 Male 65     $401      $785        $617       $560         $544         $513
 Male 70      401       785         685        609          588          549
 Male 75      401       785         771        674          646          598
 Male 80      401       785         888        760          726          665
 Male 85      401       785       1,045        878          834          757

- -------------------
The numbers are based on 5% interest compounded annually and the 1983 Individual
Annuity Mortality Table "a" projected with modified Scale G. Annuity purchase
rates available at annuitization may vary, depending primarily on the
annuitization interest rate, which may not be less than an annual rate of 2.5%.

*    The joint and survivor annuity forms are based on male and female
     annuitants of the same age.

<PAGE>

- --------------------------------------------------------------------------------
12
- --------------------------------------------------------------------------------


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

FINANCIAL STATEMENTS

The consolidated financial statements of Equitable Life included herein should
be considered only as bearing upon the ability of Equitable Life to meet its
obligations under the contracts.
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49


INDEX TO FINANCIAL STATEMENTS

Report of Independent Accountants.....................................      FS-2
Financial Statements:
    Statements of Assets and Liabilities, December 31, 1998...........      FS-3
    Statements of Operations for the Year Ended
      December 31, 1998...............................................      FS-6
    Statements of Changes in Net Assets for the
      Years Ended December 31, 1998 and 1997 .........................      FS-9
    Notes to Financial Statements.....................................     FS-14


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Accountants.....................................       F-1
Consolidated Financial Statements:
    Consolidated Balance Sheets, December 31, 1998 and 1997...........       F-2
    Consolidated Statements of Earnings, Years Ended
      December 31, 1998, 1997 and 1996................................       F-3
    Consolidated Statements of Shareholder's Equity,
      Years Ended December 31, 1998, 1997 and 1996....................       F-4
    Consolidated Statements of Cash Flows, Years Ended
      December 31, 1998, 1997 and 1996................................       F-5
    Notes to Consolidated Financial Statements........................       F-6


                                      FS-1
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors of
The Equitable Life Assurance Society of the United States
and Contractowners of Separate Account No. 49
of The Equitable Life Assurance Society of the United States

In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance High Yield Fund, Alliance Common Stock Fund, Alliance Aggressive Stock
Fund, Alliance Small Cap Growth Fund, Alliance Global Fund, Alliance Growth
Investors Fund, Alliance Equity Index Fund ("Hudson River Trust funds") and the
BT Equity 500 Index Fund, BT Small Company Index Fund, BT International Equity
Index Fund, JPM Core Bond Fund, Lazard Large Cap Value Fund, Lazard Small Cap
Value Fund, MFS Research Fund, MFS Emerging Growth Companies Fund, MFS Growth
With Income Fund, Morgan Stanley Emerging Markets Equity Fund, EQ/Putnam Growth
& Income Value Fund, EQ/Putnam Investors Growth Fund and EQ/Putnam International
Equity Fund ("EQ Advisors Trust funds"), 21 of the separate investment funds of
The Equitable Life Assurance Society of the United States ("Equitable Life")
Separate Account No. 49 at December 31, 1998 and the results of each of their
operations and changes in each of their net assets for the periods indicated, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of Equitable Life's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of shares owned in The
Hudson River Trust and in The EQ Advisors Trust at December 31, 1998 with the
transfer agent, provide a reasonable basis for the opinion expressed above.


PricewaterhouseCoopers LLP
New York, New York
February 8, 1999


                                      FS-2
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                         ALLIANCE                                         ALLIANCE
                                                          MONEY                  ALLIANCE                  COMMON
                                                          MARKET                   HIGH                     STOCK
                                                           FUND                 YIELD FUND                  FUND
                                                       -------------           -------------            ------------
ASSETS
<S>                                                     <C>                     <C>                     <C>
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost:      $225,580,555.......................       $224,505,500
               168,101,566.......................                               $143,068,233
               406,761,148.......................                                                       $430,175,252
                91,972,683.......................
                78,319,196.......................
                12,469,240.......................
                17,737,959.......................
Receivable for Trust shares sold.................                 --                      --                      --
Receivable for policy-related transactions.......          4,332,935                 383,395               2,667,305
                                                        ------------            ------------            ------------
Total Assets.....................................        228,838,435             143,451,628             432,842,557
                                                        ------------            ------------            ------------
LIABILITIES
Payable for policy-related transactions..........                 --                      --                      --
Payable for Trust shares purchased...............          4,330,788                 398,221               2,690,644
Amount retained by Equitable Life in
   Separate Account No. 49 (Note 5)..............             56,711                  12,131                  29,663
                                                        ------------            ------------            ------------
Total Liabilities................................          4,387,499                 410,352               2,720,307
                                                        ------------            ------------            ------------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS........       $224,450,936            $143,041,276            $430,122,250
                                                        ============            ============            ============

<CAPTION>
                                                         ALLIANCE            ALLIANCE                                  ALLIANCE
                                                        AGGRESSIVE           SMALL CAP            ALLIANCE              GROWTH
                                                           STOCK              GROWTH               GLOBAL              INVESTORS
                                                           FUND                FUND                 FUND                 FUND
                                                        -----------        ------------         ------------          ----------
ASSETS
<S>                                                     <C>                 <C>                  <C>                  <C>
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost:      $225,580,555.......................
               168,101,566.......................
               406,761,148.......................
                91,972,683.......................       $85,021,814
                78,319,196.......................                           $75,812,281
                12,469,240.......................                                                $14,015,688
                17,737,959.......................                                                                     $19,586,712
Receivable for Trust shares sold.................                --                  --                   --                   --
Receivable for policy-related transactions.......           424,488             367,423                   --                   --
                                                        -----------         -----------          -----------          -----------
Total Assets.....................................        85,446,302          76,179,704           14,015,688           19,586,712
                                                        -----------         -----------          -----------          -----------
LIABILITIES
Payable for policy-related transactions..........                --                  --                2,491                3,786
Payable for Trust shares purchased...............           431,647             377,229                  225                  225
Amount retained by Equitable Life in
   Separate Account No. 49 (Note 5)..............            19,328              14,543               13,884               21,482
                                                        -----------         -----------          -----------          -----------
Total Liabilities................................           450,975             391,772               16,600               25,493
                                                        -----------         -----------          -----------          -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS........       $84,995,327         $75,787,932          $13,999,088          $19,561,219
                                                        ===========         ===========          ===========          ===========
</TABLE>


- -------------------------
See Notes to Financial Statements.


                                      FS-3
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                                          ALLIANCE
                                                           EQUITY                                   BT SMALL
                                                            INDEX          BT EQUITY 500            COMPANY
                                                            FUND             INDEX FUND           INDEX FUND
                                                          --------         -------------          ----------

ASSETS
<S>                                                         <C>              <C>                   <C>
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost:  $          5,140.......................           $7,810
               148,924,562.......................                             $164,809,643
                28,054,963.......................                                                   $27,509,854
                38,187,791.......................
               103,171,703.......................
                68,051,738.......................
                52,206,882.......................
               192,883,837.......................
Receivable for Trust shares sold.................               --                      --                   --
Receivable for policy-related transactions.......               --               1,922,002              140,715
                                                            ------            ------------          -----------
Total Assets.....................................            7,810             166,731,645           27,650,569
                                                            ------            ------------          -----------
LIABILITIES
Payable for policy-related transactions..........               --                      --                   --
Payable for Trust shares purchased...............               --               1,922,001              140,715
Amount retained by Equitable Life in
   Separate Account No. 49 (Note 5)..............            7,810                451,887            9,795,374
                                                            ------            ------------          -----------
Total Liabilities................................            7,810               2,373,888            9,936,089
                                                            ------            ------------          -----------

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS........               --            $164,357,757          $17,714,480
                                                            ======           =============         ============

<CAPTION>
                                                             BT
                                                        INTERNATIONAL                                    LAZARD
                                                        EQUITY INDEX              JPM CORE              LARGE CAP
                                                            FUND                  BOND FUND             VALUE FUND
                                                        -------------            ------------          -----------

ASSETS
<S>                                                        <C>                  <C>                    <C>
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost:  $          5,140.......................
               148,924,562.......................
                28,054,963.......................
                38,187,791.......................          $42,725,945
               103,171,703.......................                                $103,323,470
                68,051,738.......................                                                      $74,639,434
                52,206,882.......................
               192,883,837.......................
Receivable for Trust shares sold.................                   --                     --                   --
Receivable for policy-related transactions.......              204,947              1,017,157              571,212
                                                           -----------           ------------          -----------

Total Assets.....................................           42,930,892            104,340,627           75,210,646
                                                           -----------           ------------          -----------
LIABILITIES
Payable for policy-related transactions..........                   --                     --                   --
Payable for Trust shares purchased...............              204,947              1,007,157              571,212
Amount retained by Equitable Life in
   Separate Account No. 49 (Note 5)..............           18,049,105              5,064,229            3,198,959
                                                           -----------           ------------          -----------

Total Liabilities................................           18,254,052              6,071,386            3,770,171
                                                           -----------           ------------          -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS........          $24,676,840           $ 98,269,241          $71,440,475
                                                           ===========           ============          ===========


<CAPTION>
                                                             LAZARD                 MFS
                                                            SMALL CAP             RESEARCH
                                                            VALUE FUND              FUND
                                                           -----------          ------------


ASSETS
<S>                                                        <C>                  <C>
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost:  $          5,140.......................
               148,924,562.......................
                28,054,963.......................
                38,187,791.......................
               103,171,703.......................
                68,051,738.......................          $50,968,336
                52,206,882.......................                               $220,852,728
               192,883,837.......................
Receivable for Trust shares sold.................                   --                   --
Receivable for policy-related transactions.......              229,801             1,280,613
                                                           -----------          ------------

Total Assets.....................................           51,198,137           222,133,341
                                                           -----------          ------------
LIABILITIES
Payable for policy-related transactions..........              229,801             1,284,748
Payable for Trust shares purchased...............                   --                    --
Amount retained by Equitable Life in
   Separate Account No. 49 (Note 5)..............            4,194,228                84,931

Total Liabilities                                           4,424,029             1,369,679
                                                           -----------          ------------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS........          $46,774,108          $220,763,662
                                                           ===========          ============
</TABLE>

- ----------
See Notes to Financial Statements.


                                      FS-4
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)
DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                        MFS EMERGING                            MORGAN STANLEY         EQ/PUTNAM
                                                           GROWTH            MFS GROWTH           EMERGING             GROWTH &
                                                         COMPANIES           WITH INCOME        MARKETS EQUITY       INCOME VALUE
                                                            FUND              FUND (a)              FUND                 FUND
                                                        -------------        -----------        --------------       -------------
ASSETS
<S>                                                       <C>                    <C>               <C>                 <C>
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost:      $125,337,823.......................         $152,938,200
                     1,000.......................                                $1,000
                11,094,471.......................                                                  $11,598,378
               306,939,965.......................                                                                      $327,783,967
               144,081,047.......................
               130,785,497.......................
Receivable for Trust shares sold.................                   --               --                     --                   --
Receivable for policy-related transactions.......              462,302               --                 93,637            1,246,390
                                                          ------------            -----            -----------         ------------
Total Assets.....................................          153,400,502            1,000             11,692,015          329,030,357
                                                          ------------            -----            -----------         ------------
LIABILITIES
Payable for policy-related transactions..........                   --               --                     --                   --
Payable for Trust shares purchased...............              466,138               --                 92,621            1,250,224
Amount retained by Equitable Life in
   Separate Account No. 49 (Note 5)..............               99,138            1,000                 26,825              145,459
                                                          ------------            -----            -----------         ------------
Total Liabilities................................              565,276            1,000                119,446            1,395,683
                                                          ------------            -----            -----------         ------------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS........         $152,835,226               --            $11,572,569         $327,634,674
                                                          ============           ======            ===========         ============

<CAPTION>
                                                         EQ/PUTNAM               EQ/PUTNAM
                                                         INVESTORS             INTERNATIONAL
                                                        GROWTH FUND             EQUITY FUND
                                                        ------------           ------------
ASSETS
<S>                                                       <C>                     <C>
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost:      $125,337,823.......................
                     1,000.......................
                11,094,471.......................
               306,939,965.......................
               144,081,047.......................         $174,979,286
               130,785,497.......................                                 $143,712,431
Receivable for Trust shares sold.................                   --                      --
Receivable for policy-related transactions.......            1,644,116                 419,401
                                                          ------------            ------------
Total Assets.....................................          176,623,402             144,131,832
                                                          ------------            ------------
LIABILITIES
Payable for policy-related transactions..........                   --                      --
Payable for Trust shares purchased...............            1,648,214                 453,401
Amount retained by Equitable Life in
   Separate Account No. 49 (Note 5)..............              335,744                 108,935
                                                          ------------            ------------
Total Liabilities................................            1,983,958                 562,336
                                                          ------------            ------------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS........         $174,639,444            $143,569,496
                                                          ============            ============
</TABLE>

- ----------
See Notes to Financial Statements.
(a) December 31, 1998 initial capital was received.


                                      FS-5
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                                                  ALLIANCE                             ALLIANCE         ALLIANCE
                                                                   MONEY           ALLIANCE             COMMON         AGGRESSIVE
                                                                   MARKET           HIGH                 STOCK           STOCK
                                                                    FUND          YIELD FUND             FUND            FUND
                                                                 ----------      ------------        -----------       -----------
INCOME AND EXPENSES:
<S>                                                             <C>              <C>                  <C>              <C>
   Investment Income (Note 2):
      Dividends from the Trusts.........................         $6,709,792      $ 11,775,522         $  952,116       $   275,359
   Expenses (Note 3):
      Asset-based charges...............................          1,118,065         1,381,303          3,268,314           855,772
                                                                 ----------      ------------        -----------       -----------
NET INVESTMENT INCOME (LOSS)............................          5,591,727        10,394,219         (2,316,198)         (580,413)
                                                                 ----------      ------------        -----------       -----------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments..................            303,090          (258,448)           277,445          (105,214)
   Realized gain distribution from the Trusts...........              5,637         2,718,464         49,605,206         3,824,065
                                                                 ----------      ------------        -----------       -----------
NET REALIZED GAIN (LOSS)................................            308,727         2,460,016         49,882,651         3,718,851
                                                                 ----------      ------------        -----------       -----------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period...............................           (404,121)       (1,398,277)         4,116,666        (2,440,983)
      End of period.....................................         (1,075,056)      (25,033,332)        23,414,104        (6,950,869)
                                                                 ----------      ------------        -----------       -----------
   Change in unrealized appreciation (depreciation)
      during the period.................................           (670,935)      (23,635,055)        19,297,438        (4,509,886)
                                                                 ----------      ------------        -----------       -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS........................................           (362,208)      (21,175,039)        69,180,089          (791,035)
                                                                 ----------      ------------        -----------       -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.............................         $5,229,519      $(10,780,820)       $66,863,891       $(1,371,448)
                                                                 ==========      ============        ===========       ===========

<CAPTION>
                                                                    ALLIANCE                            ALLIANCE
                                                                     SMALL            ALLIANCE           GROWTH
                                                                      CAP              GLOBAL           INVESTORS
                                                                   GROWTH FUND          FUND              FUND
                                                                   -----------        ----------        ----------
INCOME AND EXPENSES:
<S>                                                                <C>                <C>               <C>
   Investment Income (Note 2):
      Dividends from the Trusts.........................           $        --        $  136,475        $  338,347
   Expenses (Note 3):
      Asset-based charges...............................               717,685           160,655           224,047
                                                                   -----------        ----------        ----------
NET INVESTMENT INCOME (LOSS)............................              (717,685)          (24,180)          114,300
                                                                   -----------        ----------        ----------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments..................                 9,425           224,358           342,546
   Realized gain distribution from the Trusts...........                    --           892,450         1,579,446
                                                                   -----------        ----------        ----------
NET REALIZED GAIN (LOSS)................................                 9,425         1,116,808         1,921,992
                                                                   -----------        ----------        ----------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period...............................              (532,878)          221,064           906,877
      End of period.....................................            (2,506,915)        1,546,448         1,848,754
                                                                   -----------        ----------        ----------
   Change in unrealized appreciation (depreciation)
      during the period.................................            (1,974,037)        1,325,384           941,877
                                                                   -----------        ----------        ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS........................................            (1,964,612)        2,442,192         2,863,869
                                                                   -----------        ----------        ----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.............................           $(2,682,297)       $2,418,012        $2,978,169
                                                                   ===========        ==========        ==========
</TABLE>

- ----------
See Notes to Financial Statements.


                                      FS-6
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                                                                                      BT SMALL          BT INTER-
                                                                ALLIANCE                               COMPANY           NATIONAL
                                                               EQUITY INDEX      BT EQUITY 500          INDEX          EQUITY INDEX
                                                                  FUND           INDEX FUND             FUND               FUND
                                                              ------------      -------------          --------        -----------
INCOME AND EXPENSES:
<S>                                                               <C>            <C>                  <C>               <C>
   Investment Income (Note 2):
      Dividends from the Trusts.........................          $   63          $   768,510         $ 188,913         $  536,259
   Expenses (Note 3):
      Asset-based charges...............................              --              738,411            86,164            122,054
                                                                  ------          -----------         ---------         ----------
NET INVESTMENT INCOME (LOSS)............................              63               30,099           102,749            414,205
                                                                  ------          -----------         ---------         ----------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments..................              --              579,907          (196,585)          (487,255)
   Realized gain distribution from the Trusts...........               2                   --           359,171                 --
                                                                  ------          -----------         ---------         ----------
NET REALIZED GAIN (LOSS)................................               2              579,907           162,586           (487,255)
                                                                  ------          -----------         ---------         ----------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period...............................           1,039                   --                --                 --
      End of period.....................................           2,670           15,885,081          (545,108)         4,538,154
                                                                  ------          -----------         ---------         ----------
   Change in unrealized appreciation (depreciation)
      during the period.................................           1,631           15,885,081          (545,108)         4,538,154
                                                                  ------          -----------         ---------         ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS........................................           1,633           16,464,988          (382,522)         4,050,899
                                                                  ------          -----------         ---------         ----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.............................          $1,696          $16,495,087         $(279,773)        $4,465,104
                                                                  ======          ===========         =========         ==========

<CAPTION>
                                                                                     LAZARD              LAZARD
                                                                 JPM CORE           LARGE CAP           SMALL CAP
                                                                   BOND               VALUE               VALUE
                                                                   FUND               FUND                FUND
                                                                ----------         ----------          -----------
INCOME AND EXPENSES:
<S>                                                             <C>                <C>                <C>
   Investment Income (Note 2):
      Dividends from the Trusts.........................        $1,942,258         $  355,224          $   135,255
   Expenses (Note 3):
      Asset-based charges...............................           428,389            332,634              248,380
                                                                ----------         ----------          -----------
NET INVESTMENT INCOME (LOSS)............................         1,513,869             22,590             (113,125)
                                                                ----------         ----------          -----------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments..................            (6,592)          (156,900)            (707,142)
   Realized gain distribution from the Trusts...........         1,048,914                 --                   --
                                                                ----------         ----------          -----------
NET REALIZED GAIN (LOSS)................................         1,042,322           (156,900)            (707,142)
                                                                ----------         ----------          -----------
   Unrealized appreciation (depreciation)
      on investments:
      Beginning of period...............................                --                 --                   --
      End of period.....................................           151,767          6,587,696           (1,238,546)
                                                                ----------         ----------          -----------
   Change in unrealized appreciation (depreciation)
      during the period.................................           151,767          6,587,696           (1,238,546)
                                                                ----------         ----------          -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS........................................         1,194,089          6,430,796           (1,945,688)
                                                                ----------         ----------          -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.............................        $2,707,958         $6,453,386          $(2,058,813)
                                                                ==========         ==========          ===========

</TABLE>


- -------------------------
See Notes to Financial Statements.


                                      FS-7
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF OPERATIONS (CONCLUDED)
FOR THE YEAR ENDED DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                                                                                                 MORGAN
                                                                                                                STANLEY
                                                                                                                EMERGING
                                                                                       MFS EMERGING              MARKETS
                                                                 MFS RESEARCH             GROWTH                 EQUITY
                                                                    FUND              COMPANIES FUND              FUND
                                                                 ------------         --------------           -----------
INCOME AND EXPENSES:
<S>                                                               <C>                    <C>                    <C>
   Investment Income (Note 2):
      Dividends from the Trusts.........................         $   553,891            $     2,768           $    38,906
   Expenses (Note 3):
      Asset-based charges...............................           1,646,014              1,102,263                74,659
                                                                 -----------            -----------           -----------
NET INVESTMENT INCOME (LOSS)............................          (1,092,123)            (1,099,495)              (35,753)
                                                                 -----------            -----------           -----------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments..................              28,858                305,790            (2,128,521)
   Realized gain distribution from the Trusts...........                  --                     --                    --
                                                                 -----------            -----------           -----------
NET REALIZED GAIN (LOSS)................................              28,858                305,790            (2,128,521)
                                                                 -----------            -----------           -----------
   Unrealized appreciation (depreciation)
     on investments:
      Beginning of period...............................               6,734               (858,314)                   --
      End of period.....................................          27,968,891             27,600,377               503,907
                                                                 -----------            -----------           -----------
   Change in unrealized appreciation
     (depreciation) during the period...................          27,962,157             28,458,691               503,907
                                                                 -----------            -----------           -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS.......................................          27,991,015             28,764,481            (1,624,614)
                                                                 -----------            -----------           -----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS............................         $26,898,892            $27,664,986           $(1,660,367)
                                                                 ===========            ===========           ===========

<CAPTION>


                                                                  EQ/PUTNAM                                   EQ/PUTNAM
                                                                  GROWTH &             EQ/PUTNAM            INTERNATIONAL
                                                                INCOME VALUE           INVESTORS               EQUITY
                                                                    FUND              GROWTH FUND               FUND
                                                                -----------           -----------           -------------
INCOME AND EXPENSES:
<S>                                                             <C>                   <C>                    <C>
   Investment Income (Note 2):
      Dividends from the Trusts.........................        $ 2,771,619            $   111,391           $    42,947
   Expenses (Note 3):
      Asset-based charges...............................          2,560,202              1,074,066             1,173,602
                                                                -----------            -----------           -----------
NET INVESTMENT INCOME (LOSS)............................            211,417               (962,675)           (1,130,655)
                                                                -----------            -----------           -----------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments..................            303,706              2,190,787             1,085,258
   Realized gain distribution from the Trusts...........          2,503,287                      2                    --
                                                                -----------            -----------           -----------
NET REALIZED GAIN (LOSS)................................          2,806,993              2,190,789             1,085,258
                                                                -----------            -----------           -----------
   Unrealized appreciation (depreciation)
     on investments:
      Beginning of period...............................          1,251,440              2,286,852              (355,156)
      End of period.....................................         20,844,002             30,898,239            12,926,933
                                                                -----------            -----------           -----------
   Change in unrealized appreciation
     (depreciation) during the period...................         19,592,562             28,611,387            13,282,089
                                                                -----------            -----------           -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS.......................................         22,399,555             30,802,176            14,367,347
                                                                -----------            -----------           -----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS............................        $22,610,972            $29,839,501           $13,236,692
                                                                ===========            ===========           ===========
</TABLE>

- ----------
See Notes to Financial Statements.


                                      FS-8
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE  YEARS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                                      ALLIANCE MONEY                         ALLIANCE HIGH
                                                                       MARKET FUND                            YIELD FUND
                                                              --------------------------------       ------------------------------
                                                                  1998                1997               1998               1997
                                                              ------------         -----------       ------------       -----------
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                           <C>                 <C>                <C>                <C>
   Net investment income (loss).........................      $  5,591,727         $ 1,422,874       $ 10,394,219       $ 1,935,418
   Net realized gain (loss).............................           308,727              30,245          2,460,016         1,930,121
   Change in unrealized appreciation
      (depreciation) of investments.....................          (670,935)           (374,038)       (23,635,055)       (1,368,712)
                                                              ------------         -----------       ------------       -----------
   Net increase (decrease) in net
      assets from operations............................         5,229,519           1,079,081        (10,780,820)       2,496,827
                                                              ------------         -----------       ------------       -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions.....................................       308,003,451         104,148,675        101,309,392        42,971,395
      Transfers from other Funds and
         Guaranteed Interest Rate
         Account (Note 1)...............................       117,047,248          11,039,704         28,971,750         6,495,053
                                                              ------------         -----------       ------------       -----------
         Total..........................................       425,050,699         115,188,379        130,281,142        49,466,448
                                                              ------------         -----------       ------------       -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions...............         7,436,997             670,360          3,457,632           327,004
   Withdrawal and administrative charges................           104,554              93,894            173,986           117,245
   Transfers to other Funds and Guaranteed Interest
      Rate Account (Note 1).............................       265,941,784          50,981,067         23,920,120         1,028,028
                                                              ------------         -----------       ------------       -----------
      Total.............................................       273,483,335          51,745,321         27,551,738         1,472,277
                                                              ------------         -----------       ------------       -----------
   Net increase in net assets from Contractowners
      transactions......................................       151,567,364          63,443,058        102,729,404        47,994,171
                                                              ------------         -----------       ------------       -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5)...             3,172              (2,952)            (2,579)         (28,875)
                                                              ------------         -----------       ------------       -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
CONTRACTOWNERS..........................................       156,800,055          64,519,187         91,946,005        50,462,123

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   BEGINNING OF PERIOD..................................        67,650,881           3,131,694         51,095,271           633,148
                                                              ------------         -----------       ------------       -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, END OF
   PERIOD...............................................      $224,450,936         $67,650,881       $143,041,276       $51,095,271
                                                              ============         ===========       ============       ===========


<CAPTION>
                                                                     ALLIANCE COMMON                      ALLIANCE AGGRESSIVE
                                                                        STOCK FUND                            STOCK FUND
                                                              --------------------------------       ------------------------------
                                                                  1998                1997              1998               1997
                                                              ------------        ------------       -----------        -----------
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                           <C>                 <C>                <C>                <C>
   Net investment income (loss).........................      $ (2,316,198)       $   (480,576)      $  (580,413)       $  (277,123)
   Net realized gain (loss).............................        49,882,651           9,497,894         3,718,851          3,898,956
   Change in unrealized appreciation
      (depreciation) of investments.....................        19,297,438           4,187,658        (4,509,886)        (2,412,173)
                                                              ------------        ------------       -----------        -----------
   Net increase (decrease) in net
      assets from operations............................        66,863,891          13,204,976        (1,371,448)         1,209,660
                                                              ------------        ------------       -----------        -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions.....................................       225,245,017         107,212,947        41,444,328         42,250,282
      Transfers from other Funds and
         Guaranteed Interest Rate
         Account (Note 1)...............................        43,818,466          11,247,312         9,547,092          6,703,750
                                                              ------------        ------------       -----------        -----------
         Total..........................................       269,063,483         118,460,259        50,991,420         48,954,032
                                                              ------------        ------------       -----------        -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions...............         9,862,986             744,150         1,928,655            534,703
   Withdrawal and administrative charges................           438,917             428,790           148,718            190,057
   Transfers to other Funds and Guaranteed Interest
      Rate Account (Note 1).............................        22,819,554           4,156,366         9,292,218          3,266,536
                                                              ------------        ------------       -----------        -----------
      Total.............................................        33,121,457           5,329,306        11,369,591          3,991,296
                                                              ------------        ------------       -----------        -----------
   Net increase in net assets from Contractowners
      transactions......................................       235,942,026         113,130,953        39,621,829         44,962,736
                                                              ------------        ------------       -----------        -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5)...          (207,816)               (431)            3,308              8,081
                                                              ------------        ------------       -----------        -----------
   INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS.......................................       302,598,101         126,335,498        38,253,689         46,180,477

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   BEGINNING OF PERIOD..................................       127,524,149           1,188,651        46,741,638            561,161
                                                              ------------        ------------       -----------        -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, END OF
   PERIOD...............................................      $430,122,250        $127,524,149       $84,995,327        $46,741,638
                                                              ============        ============       ===========        ===========
</TABLE>

- ----------
See Notes to Financial Statements.


                                      FS-9
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                             ALLIANCE SMALL CAP
                                                                GROWTH FUND (a)                      ALLIANCE GLOBAL FUND
                                                       -------------------------------          ------------------------------
                                                          1998                1997                 1998               1997
                                                       -----------        ------------          -----------        -----------

INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                   <C>                 <C>                    <C>               <C>
   Net investment income (loss).................       $  (717,685)       $   (103,753)         $   (24,180)       $    94,464
   Net realized gain (loss).....................             9,425             761,781            1,116,808            986,714
   Change in unrealized appreciation
      (depreciation) of investments.............        (1,974,037)           (532,878)           1,325,384            224,896
                                                       -----------        ------------          -----------        -----------
   Net increase (decrease) in net
      assets from operations....................        (2,682,297)            125,150            2,418,012          1,306,074
                                                       -----------        ------------          -----------        -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions.............................        43,397,274          30,538,328              416,404         11,035,782
      Transfers from other Funds
         and Guaranteed Interest Rate
         Account (Note 1).......................        12,800,367           2,845,702              712,308          2,538,990
                                                       -----------        ------------          -----------        -----------
         Total..................................        56,197,641          33,384,030            1,128,712         13,574,772
                                                       -----------        ------------          -----------        -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions.......         1,391,608              77,516              507,389            303,394
   Withdrawal and administrative charges........            86,076              30,958               47,663            121,147
   Transfers to other Funds and Guaranteed
      Interest Rate Account (Note 1)............         8,974,764             672,314            1,808,151          1,825,805
                                                       -----------        ------------          -----------        -----------
      Total.....................................        10,452,448             780,788            2,363,203          2,250,346
                                                       -----------        ------------          -----------        -----------
         Net increase in net assets from
      Contractowners transactions...............        45,745,193          32,603,242           (1,234,491)        11,324,426
                                                       -----------        ------------          -----------        -----------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN SEPARATE
   ACCOUNT NO. 49 (NOTE 5)......................             2,485              (5,841)             (24,608)           (27,562)
                                                       -----------        ------------          -----------        -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS...............................        43,065,381          32,722,551            1,158,913         12,602,938

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   BEGINNING OF PERIOD..........................        32,722,551                  --           12,840,175            237,237
                                                       -----------        ------------          -----------        -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   END OF PERIOD................................       $75,787,932        $ 32,722,551          $13,999,088        $12,840,175
                                                       ===========        ============          ===========        ===========


<CAPTION>
                                                            ALLIANCE GROWTH                      ALLIANCE EQUITY
                                                             INVESTORS FUND                       INDEX FUND (a)
                                                      ------------------------------         ------------------------
                                                         1998               1997                1998         1997
                                                      -----------        -----------         -----------  -----------
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                    <C>                <C>                  <C>          <C>
   Net investment income (loss).................       $   114,300        $   192,366          $  63       $    52
   Net realized gain (loss).....................         1,921,992          1,119,576              2            23
   Change in unrealized appreciation
      (depreciation) of investments.............           941,877            912,616           1,631        1,039
                                                       -----------        -----------          ------       ------
   Net increase (decrease) in net
      assets from operations....................         2,978,169          2,224,558           1,696        1,114
                                                       -----------        -----------          ------       ------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions.............................           979,342         14,900,369              --           --
      Transfers from other Funds
         and Guaranteed Interest Rate
         Account (Note 1).......................           861,920          2,566,982              --           --
                                                       -----------        -----------          ------       ------
         Total..................................         1,841,262         17,467,351              --           --
                                                       -----------        -----------          ------       ------
WITHDRAWAL AND TRANSFERS:                                                                          --           --
   Benefits and other policy transactions.......           692,359            160,368              --           --
   Withdrawal and administrative charges........            62,534             87,200              --           --
   Transfers to other Funds and Guaranteed
      Interest Rate Account (Note 1)............         2,475,681          1,833,943              --           --
                                                       -----------        -----------          ------       ------
      Total.....................................         3,230,574          2,081,511              --           --
                                                       -----------        -----------          ------       ------

   Net increase in net assets from
      Contractowners transactions...............        (1,389,312)        15,385,840              --          --
                                                       -----------        -----------          ------       ------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN SEPARATE
   ACCOUNT NO. 49 (NOTE 5)......................           (27,724)           (29,804)         (1,696)      (1,114)
                                                       -----------        -----------          ------       ------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS...............................         1,561,133         17,580,594              --           --

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   BEGINNING OF PERIOD..........................        18,000,086            419,492              --           --
                                                       -----------        -----------          ------       ------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   END OF PERIOD................................       $19,561,219        $18,000,086              --           --
                                                       ===========        ===========          ======       ======
</TABLE>

- ----------
(a) Commenced operations on May 1, 1997.
See Notes to Financial Statements.


                                      FS-10
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                                                      BT
                                                                                 BT SMALL         INTERNATIONAL
                                                          BT EQUITY 500 INDEX  COMPANY INDEX      EQUITY INDEX       JPM CORE BOND
                                                               FUND (a)           FUND (a)           FUND (a)            FUND (a)
                                                         -------------------  -------------     -------------        -------------
                                                                1998               1998               1998                1998
                                                         -------------------  -------------     -------------        -------------
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                        <C>                <C>                <C>                 <C>
   Net investment income (loss)......................      $     30,099       $   102,749        $   414,205         $  1,513,869
   Net realized gain (loss)..........................           579,907           162,586           (487,255)           1,042,322
   Change in unrealized appreciation
      (depreciation) of investments..................        15,885,081          (545,108)         4,538,154              151,767
                                                           ------------       -----------        -----------         ------------
   Net increase (decrease) in net assets from
      operations.....................................        16,495,087          (279,773)         4,465,104            2,707,958
                                                           ------------       -----------        -----------         ------------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions..................................       137,742,388        15,585,722         20,850,190           73,102,741
      Transfers from other Funds and Guaranteed
         Interest Rate Account (Note 1)..............        28,395,723         4,179,014         16,741,163           37,948,208
                                                           ------------       -----------        -----------         ------------
         Total.......................................       166,138,111        19,764,736         37,591,353          111,050,949
                                                           ------------       -----------        -----------         ------------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions............         1,738,442           120,912            219,542            1,038,633
   Withdrawal and administrative charges.............            14,899             1,784              2,627               18,447
   Transfers to other Funds and Guaranteed
      Interest Rate Account (Note 1).................        15,478,264         1,873,434         14,133,716           13,947,945
                                                           ------------       -----------        -----------         ------------
      Total..........................................        17,231,605         1,996,130         14,355,885           15,005,025
                                                           ------------       -----------        -----------         ------------
   Net increase in net assets from
      Contractowners transactions....................       148,906,506        17,768,606         23,235,468           96,045,924
                                                           ------------       -----------        -----------         ------------
NET (INCREASE) DECREASE IN AMOUNT RETAINED
   BY EQUITABLE LIFE IN SEPARATE ACCOUNT
   NO. 49 (NOTE 5)...................................        (1,043,836)          225,647         (3,023,732)            (484,641)
                                                           ------------       -----------        -----------         ------------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS....................................       164,357,757        17,714,480         24,676,840           98,269,241
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
    BEGINNING OF PERIOD..............................                --                --                 --                   --
                                                           ------------       -----------        -----------         ------------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
    END OF PERIOD....................................      $164,357,757       $17,714,480        $24,676,840         $ 98,269,241
                                                           ============       ===========        ===========         ============

<CAPTION>
                                                                  LAZARD             LAZARD
                                                                 LARGE CAP          SMALL CAP
                                                                  VALUE               VALUE
                                                                 FUND (a)            FUND (a)
                                                               -----------         -----------
                                                                  1998                1998
                                                               -----------         -----------
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                           <C>                  <C>
   Net investment income (loss)......................         $    22,590          $  (113,125)
   Net realized gain (loss)..........................            (156,900)            (707,142)
   Change in unrealized appreciation
      (depreciation) of investments..................           6,587,696           (1,238,546)
                                                              -----------          -----------
   Net increase (decrease) in net assets from
      operations.....................................           6,453,386           (2,058,813)
                                                              -----------          -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions..................................          60,150,648           44,673,767
      Transfers from other Funds and Guaranteed
         Interest Rate Account (Note 1)..............           9,859,740            8,257,562
                                                              -----------          -----------
         Total.......................................          70,010,388           52,931,329
                                                              -----------          -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions............             586,925              436,736
   Withdrawal and administrative charges.............               5,537                5,989
   Transfers to other Funds and Guaranteed
      Interest Rate Account (Note 1).................           3,799,798            4,021,584
                                                              -----------          -----------
      Total..........................................           4,392,260            4,464,309
                                                              -----------          -----------
   Net increase in net assets from
      Contractowners transactions....................          65,618,128           48,467,020
                                                              -----------          -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED
   BY EQUITABLE LIFE IN SEPARATE ACCOUNT
   NO. 49 (NOTE 5)...................................            (631,039)             365,901
                                                              -----------          -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS....................................          71,440,475           46,774,108
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
    BEGINNING OF PERIOD..............................                  --                   --
                                                              -----------          -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
    END OF PERIOD....................................         $71,440,475          $46,774,108
                                                              ===========          ===========
</TABLE>


- -------------------------
(a) Commenced operations on January 1, 1998.
See Notes to Financial Statements.


                                     FS-11
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                                                              MFS EMERGING
                                                                         MFS                                     GROWTH
                                                                       RESEARCH                                 COMPANIES
                                                                        FUND (a)                                 FUND (a)
                                                          ---------------------------------       ---------------------------------
                                                              1998                 1997              1998                 1997
                                                          -------------       -------------       -------------       -------------

INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                        <C>                  <C>                <C>                  <C>
   Net investment income (loss) ....................       $ (1,092,123)        $   (81,799)       $ (1,099,495)        $   (69,045)
   Net realized gain (loss) ........................             28,858             545,158             305,790           1,070,973
   Change in unrealized appreciation
      (depreciation) of investments ................         27,962,157               6,734          28,458,691            (858,314)
                                                          -------------       -------------       -------------       -------------
   Net increase (decrease) in net
      assets from operations .......................         26,898,892             470,093          27,664,986             143,614
                                                          -------------       -------------       -------------       -------------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions ................................        121,807,223          59,357,999          76,639,008          40,227,730
      Transfers from other Funds
         and Guaranteed Interest
         Rate Account (Note 1) .....................         23,365,292           5,000,723          25,862,262           4,340,105
                                                          -------------       -------------       -------------       -------------
         Total .....................................        145,172,515          64,358,722         102,501,270          44,567,835
                                                          -------------       -------------       -------------       -------------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions ..........          3,681,079             183,523           2,376,229             341,045
   Withdrawal and administrative charges ...........            208,060              85,087             133,480              44,128
   Transfers to other Funds and Guaranteed
      Interest Rate Account (Note 1) ...............         10,792,798           1,051,389          16,923,642           2,114,159
                                                          -------------       -------------       -------------       -------------
      Total ........................................         14,681,937           1,319,999          19,433,351           2,499,332
                                                          -------------       -------------       -------------       -------------
   Net increase in net assets from
      Contractowners transactions ..................        130,490,578          63,038,723          83,067,919          42,068,503
                                                          -------------       -------------       -------------       -------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT NO. 49 (NOTE 5) ................           (131,281)             (3,343)           (106,304)             (3,492)
                                                          -------------       -------------       -------------       -------------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS ..................................        157,258,189          63,505,473         110,626,601          42,208,625
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   BEGINNING OF PERIOD .............................         63,505,473                  --          42,208,625                  --
                                                          -------------       -------------       -------------       -------------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   END OF  PERIOD ..................................       $220,763,662         $63,505,473        $152,835,226         $42,208,625
                                                          =============       =============       =============       =============

<CAPTION>
                                                                  MORGAN STANLEY
                                                                     EMERGING
                                                                  MARKETS EQUITY
                                                                     FUND (b)
                                                                  --------------
                                                                       1998
                                                                  --------------

INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                                 <C>
   Net investment income (loss) ...........................         $   (35,753)
   Net realized gain (loss) ...............................          (2,128,521)
   Change in unrealized appreciation
      (depreciation) of investments .......................             503,907
                                                                   ------------
   Net increase (decrease) in net
      assets from operations ..............................          (1,660,367)
                                                                   ------------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions .......................................          11,589,726
      Transfers from other Funds
         and Guaranteed Interest
         Rate Account (Note 1) ............................          12,891,618
                                                                   ------------
         Total ............................................          24,481,344
                                                                   ------------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions .................              83,958
   Withdrawal and administrative charges ..................               1,595
   Transfers to other Funds and Guaranteed
      Interest Rate Account (Note 1) ......................          11,162,025
                                                                   ------------
      Total ...............................................          11,247,578
                                                                   ------------
   Net increase in net assets from
      Contractowners transactions .........................          13,233,766
                                                                   ------------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT NO. 49 (NOTE 5) .......................                (830)
                                                                   ------------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS .........................................          11,572,569
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   BEGINNING OF PERIOD ....................................                  --
                                                                   ------------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   END OF  PERIOD .........................................         $11,572,569
                                                                   ============
</TABLE>

- ----------
(a) Commenced operations on May 1, 1997.
(b) Commenced operations on December 31, 1997.
See Notes to Financial Statements.


                                     FS-12
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                    EQ/PUTNAM
                                                                 GROWTH & INCOME                           EQ/PUTNAM
                                                                      VALUE                             INVESTORS GROWTH
                                                                     FUND (a)                               FUND (a)
                                                         ---------------------------------      ---------------------------------
                                                             1998                 1997              1998                  1997
                                                         ------------          -----------      ------------          -----------

INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                       <C>                  <C>              <C>                   <C>
   Net investment income (loss)....................      $    211,417          $   119,673      $   (962,675)         $   (36,575)
   Net realized gain (loss)........................         2,806,993              391,558         2,190,789              364,091
   Change in unrealized appreciation
      (depreciation) of investments................        19,592,562            1,251,440        28,611,387            2,286,852
                                                         ------------          -----------      ------------          -----------
   Net increase (decrease) in net
      assets from operations.......................        22,610,972            1,762,671        29,839,501            2,614,368
                                                         ------------          -----------      ------------          -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions................................       192,282,349           89,354,305       102,305,888           29,499,045
      Transfers from other Funds and
         Guaranteed Interest Rate
         Account (Note 1)..........................        38,949,363            8,714,901        22,084,671            3,342,187
                                                         ------------          -----------      ------------          -----------
         Total.....................................       231,231,712           98,069,206       124,390,559           32,841,232
                                                         ------------          -----------      ------------          -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions..........         6,393,934                   --         2,648,953              151,674
   Withdrawal and administrative charges...........           306,018              684,612           116,410               70,276
   Transfers to other Funds and Guaranteed
      Interest Rate Account (Note 1)...............        17,366,879            1,112,466         9,084,232              573,939
                                                         ------------          -----------      ------------          -----------
      Total........................................        24,066,831            1,797,078        11,849,595              795,889
                                                         ------------          -----------      ------------          -----------
   Net increase in net assets from
      Contractowners transactions..................       207,164,881           96,272,128       112,540,964           32,045,343
                                                         ------------          -----------      ------------          -----------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT NO. 49 (NOTE 5)................          (181,146)               5,168        (1,164,027)          (1,236,705)
                                                         ------------          -----------      ------------          -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS..................................       229,594,707           98,039,967       141,216,438           33,423,006
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   BEGINNING OF PERIOD.............................        98,039,967                   --        33,423,006                   --
                                                         ------------          -----------      ------------          -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   END OF PERIOD...................................      $327,634,674          $98,039,967      $174,639,444          $33,423,006
                                                         ============          ===========      ============          ===========

<CAPTION>
                                                                           EQ/PUTNAM
                                                                     INTERNATIONAL EQUITY
                                                                           FUND (a)
                                                                 ---------------------------------
                                                                     1998                 1997
                                                                 ------------          -----------

INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
<S>                                                              <C>                  <C>
   Net investment income (loss)....................              $ (1,130,655)        $   (102,449)
   Net realized gain (loss)........................                 1,085,258              259,624
   Change in unrealized appreciation
      (depreciation) of investments................                13,282,089             (355,156)
                                                                 ------------          -----------
   Net increase (decrease) in net
      assets from operations.......................                13,236,692             (197,981)
                                                                 ------------          -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions................................                72,938,890           49,901,207
      Transfers from other Funds and
         Guaranteed Interest Rate
         Account (Note 1)..........................                29,843,626            4,211,149
                                                                 ------------          -----------
         Total.....................................               102,782,516           54,112,356
                                                                 ------------          -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions..........                 2,642,413              155,422
   Withdrawal and administrative charges...........                   169,696               69,966
   Transfers to other Funds and Guaranteed
      Interest Rate Account (Note 1)...............                21,216,559            1,074,411
                                                                 ------------          -----------
      Total........................................                24,028,668            1,299,799
                                                                 ------------          -----------
   Net increase in net assets from
      Contractowners transactions..................                78,753,848           52,812,557
                                                                 ------------          -----------
NET (INCREASE) DECREASE IN AMOUNT
   RETAINED BY EQUITABLE LIFE IN
   SEPARATE ACCOUNT NO. 49 (NOTE 5)................                  (560,408)            (475,212)
                                                                 ------------          -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS..................................                91,430,132           52,139,364
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   BEGINNING OF PERIOD.............................                52,139,364                   --
                                                                 ------------          -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   END OF PERIOD...................................              $143,569,496          $52,139,364
                                                                 ============          ===========
</TABLE>
- --------------------
(a) Commenced operations on May 1, 1997.
See Notes to Financial Statements.


                                     FS-13
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

1.    General

      The Equitable Life Assurance Society of the United States ("Equitable
      Life") Separate Account No. 49 (the "Account") is organized as a unit
      investment trust, a type of investment company, and is registered with the
      Securities and Exchange Commission under the Investment Company Act of
      1940 (the "1940 Act"). Alliance Capital Management L.P., an indirect
      majority-owned subsidiary of Equitable Life, manages The Hudson River
      Trust ("HRT") and is the investment adviser for all of the investment
      funds of HRT. EQ Financial Consultants, Inc., ("EQFC") and Equitable
      Distributors Inc. ("EDI") are indirect, wholly owned subsidiaries of
      Equitable Life. EQFC manages the EQ Advisors Trust ("EQAT") and has
      overall responsibility for general management and administration of EQAT.
      The Account consists of 21 investment funds ("Funds"): the Alliance Money
      Market Fund, Alliance High Yield Fund, Alliance Common Stock Fund,
      Alliance Aggressive Stock Fund, Alliance Small Cap Growth Fund, Alliance
      Global Fund, Alliance Growth Investors Fund, Alliance Equity Index Fund,
      BT Equity 500 Index Fund, BT Small Company Index Fund, BT International
      Equity Index Fund, JPM Core Bond Fund, Lazard Large Cap Value Fund, Lazard
      Small Cap Value Fund, MFS Research, MFS Emerging Growth Companies, MFS
      Growth with Income Fund, Morgan Stanley Emerging Markets Equity Fund,
      EQ/Putnam Growth & Income Value Fund, EQ/Putnam Investors Growth Fund and
      EQ/Putnam International Equity Fund. As of December 31, 1998, the MFS
      Growth with Income Fund had not yet sold units to the public and
      accordingly there is no activity in the Statements of Operations and the
      Statement of Changes in Net Assets. The assets in each fund are invested
      in Class 1B shares of a corresponding portfolio ("Portfolio") of a mutual
      fund of HRT or of EQAT (collectively, the "Trusts"). Class 1A and 1B
      shares are offered by the Trusts at net asset value. Both classes of
      shares are subject to fees for investment management and advisory services
      and other Trust expenses. Class 1B shares are subject to distribution fees
      imposed under a distribution plan (herein, the "Rule 12b-1 Plans") adopted
      pursuant to Rule 12b-1 under the 1940 Act, as amended. The Rule 12b-1
      Plans provide that the Trusts, on behalf of each Fund, may charge annually
      up to 0.25% of the average daily net assets of a Fund attributable to its
      Class 1B Shares in respect of activities primarily intended to result in
      the sale of Class 1B Shares. These fees are reflected in the net asset
      value of the shares. The Trusts are open-ended, diversified management
      investment companies that sell their shares to separate accounts of
      insurance companies. Each Portfolio has separate investment objectives.
      The Account commenced operations on October 1, 1996.

      EQFC and EDI earns fees from both Trusts under distribution agreements
      held with the Trusts. EQFC also earns fees under an investment management
      agreement with EQAT. Alliance earns fees under an investment advisory
      agreement with the HRT.

      The Account is used to fund benefits for the Rollover IRA, Equitable
      Accumulator IRA, Equitable Accumulator TSA, Equitable Accumulator Select
      IRA and Equitable Accumulator Select TSA, qualified deferred variable
      annuities, which combine the Portfolios in the Account with guaranteed
      fixed rate options, and the Accumulator, Equitable Accumulator NQ and
      Equitable Accumulator Select NQ, which offer the same investment options
      as the Equitable Accumulator IRA and Equitable Accumulator Select IRA for
      the non-qualified market. The non-qualified variable annuities are also
      available for purchase by certain types of qualified plans (referred to as
      Equitable Accumulator QP and Equitable Accumulator Select QP). The
      Equitable Accumulator IRA, NQ, QP and TSA (including Equitable Accumulator
      Select IRA, NQ, QP and TSA), collectively referred to as the Contracts,
      are offered under group and individual variable annuity forms.

      All Contracts are issued by Equitable Life. The assets of the Account are
      the property of Equitable Life. However, the portion of the Account's
      assets attributable to the Contracts will not be chargeable with
      liabilities arising out of any other business Equitable Life may conduct.

      Receivable/payable for policy-related transactions represent amounts due
      to/from General Account predominately related to premiums, surrenders and
      death benefits.

      Included in the Withdrawals and Administrative Charges line of the
      Statements of Changes in Net Assets are certain administrative charges
      which are deducted from the Contractowners' account value.

      Contractowners may allocate amounts in their individual accounts to the
      Funds of the Account, and/or to the guaranteed interest account of
      Equitable Life's General Account, and/or to other Separate Accounts. The
      net assets of any Fund of the Account may not be less than the aggregate
      of the contractowners' accounts allocated to that Fund. Additional assets
      are set aside in Equitable Life's General Account to provide for other
      policy benefits, as required under the state insurance law.
      Equitable Life's General Account is subject to creditor rights.


                                     FS-14
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

2.    Significant Accounting Policies

      The accompanying financial statements are prepared in conformity with
      generally accepted accounting principles (GAAP). The preparation of
      financial statements in conformity with GAAP requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates.

      Investments are made in shares of the Trust and are valued at the net
      asset values per share of the respective Portfolios. The net asset value
      is determined by the Trust using the market or fair value of the
      underlying assets of the Portfolio less liabilities.

      Investment transactions in the Trusts are recorded on the trade date.
      Realized gains and losses include gains and losses on redemptions of the
      Trust's shares (determined on the identified cost basis) and Trust
      distributions representing the net realized gains on Trust investment
      transactions which are distributed by the Trusts at the end of each year
      and automatically reinvested in additional shares.

      Dividends are recorded by HRT at the end of each quarter and by EQAT in
      the fourth quarter on the ex-dividend date. Capital gains are distributed
      by the Trust at the end of each year.

      No Federal income tax based on net income or realized and unrealized
      capital gains is currently applicable to Contracts participating in the
      Account by reason of applicable provisions of the Internal Revenue Code
      and no Federal income tax payable by Equitable Life is expected to affect
      the unit value of Contracts participating in the Account. Accordingly, no
      provision for income taxes is required. However, Equitable Life retains
      the right to charge for any Federal income tax which is attributable to
      the Account if the law is changed.

3.    Asset Charges

      Charges are made directly against the net assets of the Account and are
      reflected daily in the computation of the unit values of the Contracts.
      Under the Contracts, Equitable Life charges the account for the following
      charges:

<TABLE>
<CAPTION>
                                                                                        Asset-based
                                                              Mortality and           Administration             Distribution
                                                              Expense Risks               Charge                    Charge
                                                              --------------          ---------------            ------------
<S>                                                               <C>                      <C>                        <C>
      Accumulator and Rollover IRA issued before                  0.90%                    0.30%                      --
            May 1, 1997
      Equitable Accumulator issued after May 1, 1997              1.10%                    0.25%                      --
      Equitable Accumulator Select                                1.10%                    0.25%                     0.25%
</TABLE>

                                                              Aggregate
                                                               Charges
                                                              ---------
      Accumulator and Rollover IRA issued before                1.20%
            May 1, 1997
      Equitable Accumulator issued after May 1, 1997            1.35%
      Equitable Accumulator Select                              1.60%

      These charges may be retained in the Account by Equitable Life and to the
      extent retained, participate in the net results of the Trust ratably with
      assets attributable to the Contracts.

      Trust shares are valued at their net asset value with investment advisory
      or management fees, the 12b-1 fee, and direct operating expenses of the
      Trust, in effect, passed on to the Account and reflected in the
      accumulation unit values of the Contracts.

4.    Contributions, Transfers and Charges:

      Net accumulation units issued during the periods indicated were:

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,        DECEMBER 31,
                                                                            1998                1997
                                                                        -----------         -----------
            ALLIANCE MONEY MARKET FUND                                            (IN THOUSANDS)
            --------------------------
<S>                                                                        <C>                   <C>
                         Net Issued (Redeemed) 120 b.p............           (30)                  172
                         Net Issued (Redeemed) 135 b.p............         4,005                 1,153
                         Net Issued (Redeemed) 160 b.p............           349                    --
                         Net Issued (Redeemed) 0 b.p..............         1,286                   947
            ALLIANCE HIGH YIELD FUND
            --------------------------
                         Net Issued (Redeemed) 120 b.p............           (17)                  402
                         Net Issued (Redeemed) 135 b.p............         3,265                 1,256
                         Net Issued (Redeemed) 160 b.p............           168                     2
</TABLE>


                                     FS-15
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.    Contributions, Transfers and Charges (Continued):

      Net accumulation units issued during the periods indicated were:

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,        DECEMBER 31,
                                                                           1998                1997
                                                                       -----------         -----------
            ALLIANCE COMMON STOCK FUND                                         (IN THOUSANDS)
             --------------------------
<S>                       <C>                                            <C>                   <C>
                          Net Issued (Redeemed) 120 b.p...........          (10)                  229
                          Net Issued (Redeemed) 135 b.p...........        1,108                   434
                          Net Issued (Redeemed) 160 b.p...........           34                     1
             ALLIANCE AGGRESSIVE STOCK FUND
             ------------------------------
                          Net Issued (Redeemed) 120 b.p...........          (13)                  269
                          Net Issued (Redeemed) 135 b.p...........          559                   380
                          Net Issued (Redeemed) 160 b.p...........           16                    --
             ALLIANCE SMALL CAP GROWTH FUND (a)
             ----------------------------------
                          Net Issued (Redeemed) 120 b.p...........           13                    89
                          Net Issued (Redeemed) 135 b.p...........        3,580                 2,521
                          Net Issued (Redeemed) 160 b.p...........          211                    --
             ALLIANCE GLOBAL FUND
             --------------------
                          Net Issued (Redeemed) 120 b.p...........          (42)                  455
             ALLIANCE GROWTH INVESTORS FUND
             ------------------------------
                          Net Issued (Redeemed) 120 b.p...........          (44)                  582
             BT EQUITY 500 INDEX FUND (b)
             ----------------------------
                          Net Issued (Redeemed) 120 b.p...........           87                    --
                          Net Issued (Redeemed) 135 b.p...........       12,279                    --
                          Net Issued (Redeemed) 160 b.p...........          951                    --
             BT SMALL COMPANY INDEX FUND (b)
             -------------------------------
                          Net Issued (Redeemed) 120 b.p...........           18                    --
                          Net Issued (Redeemed) 135 b.p...........        1,610                    --
                          Net Issued (Redeemed) 160 b.p...........          211                    --
             BT INTERNATIONAL EQUITY INDEX FUND (b)
             --------------------------------------
                          Net Issued (Redeemed) 120 b.p...........            9                    --
                          Net Issued (Redeemed) 135 b.p...........        1,827                    --
                          Net Issued (Redeemed) 160 b.p...........          248                    --
             JPM CORE BOND FUND (b)
             ----------------------
                          Net Issued (Redeemed) 120 b.p...........           98                    --
                          Net Issued (Redeemed) 135 b.p...........        8,661                    --
                          Net Issued (Redeemed) 160 b.p...........          379                    --
</TABLE>

- -------------------------
(a) Commenced operations on May 1, 1997.
(b) Commenced operations on January 1, 1998.


                                     FS-16
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.    Contributions, Transfers and Charges (Continued):

      Net accumulation units issued during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,         DECEMBER 31,
                                                                                     1998                 1997
                                                                                 ------------         ------------
              LAZARD LARGE CAP VALUE FUND (b)                                              (IN THOUSANDS)
              -------------------------------
<S>                        <C>                                                       <C>                  <C>
                           Net Issued (Redeemed) 120 b.p..................              22                   --
                           Net Issued (Redeemed) 135 b.p..................           5,696                   --
                           Net Issued (Redeemed) 160 b.p..................             315                   --
              LAZARD SMALL CAP VALUE FUND (b)
              -------------------------------
                           Net Issued (Redeemed) 120 b.p..................              26                   --
                           Net Issued (Redeemed) 135 b.p..................           4,733                   --
                           Net Issued (Redeemed) 160 b.p..................             344                   --
              MFS RESEARCH FUND (a)
              ---------------------
                           Net Issued (Redeemed) 120 b.p..................              93                  263
                           Net Issued (Redeemed) 135 b.p..................           9,656                5,257
                           Net Issued (Redeemed) 160 b.p..................             409                    2
              MFS EMERGING GROWTH COMPANIES FUND (a)
              --------------------------------------
                           Net Issued (Redeemed) 120 b.p..................              27                  149
                           Net Issued (Redeemed) 135 b.p..................           5,790                3,327
                           Net Issued (Redeemed) 160 b.p..................             198                    3
              MORGAN STANLEY EMERGING MARKETS EQUITY FUND (C)
              -----------------------------------------------
                           Net Issued (Redeemed) 120 b.p..................              16                   --
                           Net Issued (Redeemed) 135 b.p..................           1,805                   --
                           Net Issued (Redeemed) 160 b.p..................             203                   --
              EQ/PUTNAM GROWTH & INCOME VALUE FUND (a)
              ----------------------------------------
                           Net Issued (Redeemed) 120 b.p..................             123                  383
                           Net Issued (Redeemed) 135 b.p..................          16,230                8,113
                           Net Issued (Redeemed) 160 b.p..................             697                   17
              EQ/PUTNAM INVESTORS GROWTH FUND (a)
              -----------------------------------
                           Net Issued (Redeemed) 120 b.p..................              36                  124
                           Net Issued (Redeemed) 135 b.p..................           7,491                2,581
                           Net Issued (Redeemed) 160 b.p..................             282                   --
</TABLE>

- ----------
(a) Commenced operations on May 1, 1997.
(b) Commenced operations on January 1, 1998.
(c) Commenced operations on December 31, 1997.


                                     FS-17
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.    Contributions, Transfers and Charges (Concluded):

      Net accumulation units issued during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                DECEMBER 31,        DECEMBER 31,
                                                                                    1998                1997
                                                                                ------------        ------------
               EQ/PUTNAM INTERNATIONAL EQUITY FUND (a)                                    (IN THOUSANDS)
               ---------------------------------------
<S>                         <C>                                                    <C>                   <C>
                            Net Issued (Redeemed) 120 b.p.................             3                   187
                            Net Issued (Redeemed) 135 b.p.................         5,998                 4,609
                            Net Issued (Redeemed) 160 b.p.................           418                     5
</TABLE>

- -------------------------
(a) Commenced operations on May 1, 1997.


5.    Amounts retained by Equitable Life in Separate Account No. 49

      The amount retained by Equitable Life in the Account arises principally
      from (1) contributions from Equitable Life, (2) mortality and expense
      charges and Asset-based administrative charges accumulated in the account,
      and (3) that portion, determined ratably, of the Account's investment
      results applicable to those assets in the Account in excess of the net
      assets for the Contracts. Amounts retained by Equitable Life are not
      subject to charges for mortality and expense risks and Asset-based
      administrative expenses.

      Amounts retained by Equitable Life in the Account may be transferred at
      any time by Equitable Life to its General Account.

      The following table shows the contributions (withdrawals) in net amounts
      retained by Equitable Life by investment fund:

<TABLE>
<CAPTION>
                                                                                YEARS ENDED DECEMBER 31,
                                                                       ----------------------------------------
                                    INVESTMENT FUND                        1998                      1997
                                    ---------------                    ------------               ----------
<S>                                                                     <C>                       <C>
      Alliance Money Market Fund..................................      $(1,183,691)              $ (105,000)
      Alliance High Yield Fund....................................       (1,528,340)                 (85,000)
      Alliance Common Stock Fund..................................       (3,823,234)                (180,000)
      Alliance Aggressive Stock Fund..............................         (983,127)                (110,000)
      Alliance Small Cap Growth Fund..............................         (792,824)                   5,000
      Alliance Global Fund........................................         (225,129)                 (90,000)
      Alliance Growth Investors Fund..............................         (336,002)                 (97,000)
      Alliance Equity Index Fund..................................               --                    5,000
      BT Equity 500 Index Fund(2).................................       (1,331,361)                   1,000
      BT Small Company Index Fund(2)..............................        9,933,857                    1,000
      BT International Equity Index Fund(2).......................       14,902,319                    1,000
      JPM Core Bond Fund(2).......................................        4,150,198                    1,000
      Lazard Large Cap Value Fund(2)..............................        2,234,287                    1,000
      Lazard Small Cap Value Fund(2)..............................        4,310,749                    1,000
      MFS Research Fund(1)........................................       (1,751,938)                      --
      MFS Emerging Growth Companies Fund(1).......................       (1,150,981)                      --
      MFS Growth with Income Fund(3) .............................               --                       --
      Morgan Stanley Emerging Markets Equity Fund(4)..............          (48,664)                      --
      EQ/Putnam Growth & Income Value Fund(1).....................       (2,678,339)                      --
      EQ/Putnam Investors Growth Fund(1)..........................       (8,168,474)               5,000,000
      EQ/Putnam International Equity Fund(1)......................       (7,148,298)               5,000,000
</TABLE>
- ----------
(1) Commenced operations on May 1, 1997.
(2) Initial capital received on December 31, 1997.
(3) Initial capital received on December 31, 1998.
(4) Commenced operations on December 31, 1997.



                                     FS-18
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.    Accumulation Unit Values

      Shown below is accumulation unit value information for a unit outstanding
      throughout the period shown.

<TABLE>
<CAPTION>
                                                                               YEARS ENDED DECEMBER 31,
                                                -----------------------------------------------------------------------------------
                                                             1998                        1997                           1996
                                                ----------------------------- ---------------------------- ------------------------
ALLIANCE MONEY MARKET FUND
- --------------------------
<S>                                                          <C>                         <C>                           <C>
1.20% Unit value, beginning of period.........               $25.64                      $24.68                        $24.43
1.20% Unit value, end of period...............               $26.62                      $25.64                        $24.68
1.35% Unit value, beginning of period (a).....               $25.00                      $24.38                            --
1.35% Unit value, end of period (a)...........               $25.92                      $25.00                            --
1.60% Unit value, beginning of period (b).....               $23.98                      $23.78                            --
1.60% Unit value, end of period (b)...........               $24.80                      $23.98                            --
0% Unit value, beginning of period (a)........               $31.27                      $30.21                            --
0% Unit value, end of period (a)..............               $32.86                      $31.27                            --

Number of units outstanding, end of
   period (000's)
   1.20%......................................                  329                         359                           127
   1.35%......................................                5,158                       1,153                            --
   1.60%......................................                  349                          --                            --
   0%.........................................                2,233                         947                            --


<CAPTION>
                                                                               YEARS ENDED DECEMBER 31,
                                                -----------------------------------------------------------------------------------
                                                             1998                        1997                           1996
                                                ----------------------------- ---------------------------- ------------------------
ALLIANCE HIGH YIELD FUND
- ------------------------
<S>                                                          <C>                         <C>                           <C>
1.20% Unit value, beginning of period.........               $30.46                      $26.09                        $25.33
1.20% Unit value, end of period...............               $28.48                      $30.46                        $26.09
1.35% Unit value, beginning of period (a).....               $29.96                      $26.35                            --
1.35% Unit value, end of period (a)...........               $27.96                      $29.96                            --
1.60% Unit value, beginning of period (b).....               $29.13                      $28.79                            --
1.60% Unit value, end of period (b)...........               $27.12                      $29.13                            --

Number of units outstanding, end of
   period (000's)
   1.20%......................................                  422                         439                            24
   1.35%......................................                4,521                       1,256                            --
   1.60%......................................                  170                           2                            --


<CAPTION>
                                                                               YEARS ENDED DECEMBER 31,
                                                -----------------------------------------------------------------------------------
                                                             1998                       1997                           1996
                                                ----------------------------- ---------------------------- ------------------------
ALLIANCE COMMON STOCK FUND
- --------------------------
<S>                                                         <C>                         <C>                           <C>
1.20% Unit value, beginning of period.........              $192.60                     $151.23                       $139.82
1.20% Unit value, end of period...............              $245.58                     $192.60                       $151.23
1.35% Unit value, beginning of period (a).....              $186.29                     $146.89                            --
1.35% Unit value, end of period (a)...........              $237.18                     $186.29                            --
1.60% Unit value, beginning of period (b).....              $176.22                     $172.77                            --
1.60% Unit value, end of period (b)...........              $223.79                     $176.22                            --

Number of units outstanding, end of
   period (000's)
   1.20%......................................                  230                         240                             8
   1.35%......................................                1,542                         434                            --
   1.60%......................................                   35                           1                            --
</TABLE>

- -------------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on October 1, 1997.


                                     FS-19
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.    Accumulation Unit Values (Continued):

      Shown below is accumulation unit value information for a unit outstanding
      throughout the period shown.


<TABLE>
<CAPTION>
                                                                                    YEARS ENDED DECEMBER 31,
                                                ------------------------------------------------------------------------------------
                                                           1998                         1997                           1996
                                                ---------------------------     --------------------------       -------------------

ALLIANCE AGGRESSIVE STOCK FUND
- ------------------------------
<S>                                                       <C>                           <C>                             <C>
1.20% Unit value, beginning of period.........            $71.57                        $65.53                          $64.24
1.20% Unit value, end of period...............            $70.74                        $71.57                          $65.53
1.35% Unit value, beginning of period (a).....            $70.28                        $61.42                              --
1.35% Unit value, end of period (a)...........            $69.37                        $70.28                              --
1.60% Unit value, beginning of period (b).....            $68.19                        $75.44                              --
1.60% Unit value, end of period (b)...........            $67.13                        $68.19                              --

Number of units outstanding, end of
   period (000's)
   1.20%......................................               266                           279                               9
   1.35%......................................               939                           380                              --
   1.60%......................................                16                            --                              --
</TABLE>


                                                    YEARS ENDED DECEMBER 31,
                                                  ---------------------------
                                                      1998          1997
                                                  ----------     ----------

ALLIANCE SMALL CAP GROWTH FUND
- ------------------------------
1.20% Unit value, beginning of period (a).....       $12.55        $10.00
1.20% Unit value, end of period (a)...........       $11.85        $12.55
1.35% Unit value, beginning of period (a).....       $12.54        $10.00
1.35% Unit value, end of period (a)...........       $11.82        $12.54
1.60% Unit value, beginning of period (b).....       $12.52        $13.22
1.60% Unit value, end of period (b)...........       $11.77        $12.52

Number of units outstanding, end of
   period (000's)
   1.20%......................................          102            89
   1.35%......................................        6,101         2,521
   1.60%......................................          211            --


<TABLE>
<CAPTION>
                                                                                      YEARS ENDED DECEMBER 31,
                                                        ----------------------------------------------------------------------------
                                                                  1998                           1997                      1996
                                                        ----------------------------   -------------------------   -----------------

ALLIANCE GLOBAL FUND
- --------------------
<S>                                                               <C>                         <C>                        <C>
1.20% Unit value, beginning of period.........                    $27.61                      $25.12                     $26.00
1.20% Unit value, end of period...............                    $33.15                      $27.61                     $25.12

Number of units outstanding, end of
   period (000's)
   1.20%......................................                       422                         464                          9
</TABLE>

- -------------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on October 1, 1997.


                                     FS-20
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.    Accumulation Unit Values (Continued):

      Shown below is accumulation unit value information for a unit outstanding
      throughout the period shown.


<TABLE>
<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                        ----------------------------------------------------------------------------
                                                                1998                        1997                          1996
                                                        ------------------------   -------------------------   ---------------------

ALLIANCE GROWTH INVESTORS FUND
- ------------------------------
<S>                                                            <C>                         <C>                           <C>
1.20% Unit value, beginning of period.........                 $30.09                      $26.15                        $25.06
1.20% Unit value, end of period...............                 $35.33                      $30.09                        $26.15

Number of units outstanding, end of
   period (000's)
   1.20%......................................                    544                         598                            16

<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                        ----------------------------------------------------------------------------
                                                                       1998                                        1997
                                                        ---------------------------------------  -----------------------------------

ALLIANCE EQUITY INDEX FUND
- --------------------------
<S>                                                                   <C>                                          <C>
1.35% Unit value, beginning of period (a).....                        $21.21                                       $17.51
1.35% Unit value, end of period (a)...........                        $26.73                                       $21.21

Number of units outstanding, end of
   period (000's)
   1.35%......................................                            --                                           --

<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                        ----------------------------------------------------------------------------
                                                                       1998                                      1997 (b)
                                                        ---------------------------------------  -----------------------------------
BT EQUITY 500 INDEX FUND
- ------------------------
<S>                                                                   <C>                                        <C>
1.20% Unit value, beginning of period.........                        $10.00                                     $10.00
1.20% Unit value, end of period...............                        $12.36                                     $10.00
1.35% Unit value, beginning of period.........                        $10.00                                     $10.00
1.35% Unit value, end of period...............                        $12.34                                     $10.00
1.60% Unit value, beginning of period.........                        $10.00                                     $10.00
1.60% Unit value, end of period...............                        $12.31                                     $10.00

Number of units outstanding, end of
   period (000's)
   1.20%......................................                            87                                          --
   1.35%......................................                        12,279                                          --
   1.60%......................................                           951                                          --
</TABLE>

- -------------------------
(a) Units were made available for sale on May 1, 1997.
(b) Initial capital was received on December 31, 1997.


                                     FS-21
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.    Accumulation Unit Values (Continued):

      Shown below is accumulation unit value information for a unit outstanding
      throughout the period shown.

                                                      YEARS ENDED DECEMBER 31,
                                                   ---------------------------
                                                       1998          1997 (a)
                                                   -----------     -----------

BT SMALL COMPANY INDEX FUND
- ---------------------------
1.20% Unit value, beginning of period.........        $10.00        $10.00
1.20% Unit value, end of period...............         $9.65        $10.00
1.35% Unit value, beginning of period.........        $10.00        $10.00
1.35% Unit value, end of period...............         $9.64        $10.00
1.60% Unit value, beginning of period.........        $10.00        $10.00
1.60% Unit value, end of period...............         $9.61        $10.00

Number of units outstanding, end of
   period (000's)
   1.20%......................................             18            --
   1.35%......................................          1,610            --
   1.60%......................................            211            --


                                                      YEARS ENDED DECEMBER 31,
                                                   ---------------------------
                                                       1998          1997 (a)
                                                   -----------     -----------

BT INTERNATIONAL EQUITY INDEX FUND
- ----------------------------------
1.20% Unit value, beginning of period.........         $10.00       $10.00
1.20% Unit value, end of period...............         $11.87       $10.00
1.35% Unit value, beginning of period.........         $10.00       $10.00
1.35% Unit value, end of period...............         $11.85       $10.00
1.60% Unit value, beginning of period.........         $10.00       $10.00
1.60% Unit value, end of period...............         $11.82       $10.00

Number of units outstanding, end of
   period (000's)
   1.20%......................................              9           --
   1.35%......................................          1,827           --
   1.60%......................................            248           --


- -------------------------
(a) Initial capital was received on December 31, 1997.
(b) Initial capital was received on December 31, 1998.


                                     FS-22
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.    Accumulation Unit Values (Continued):

      Shown below is accumulation unit value information for a unit outstanding
      throughout the period shown.
                                                      YEARS ENDED DECEMBER 31,
                                                   ---------------------------
                                                       1998          1997 (a)
                                                   -----------     -----------

JPM CORE BOND FUND
- ------------------
1.20% Unit value, beginning of period.........      $10.00           $10.00
1.20% Unit value, end of period.................    $10.77           $10.00
1.35% Unit value, beginning of period...........    $10.00           $10.00
1.35% Unit value, end of period.................    $10.76           $10.00
1.60% Unit value, beginning of period...........    $10.00           $10.00
1.60% Unit value, end of period.................    $10.73           $10.00

Number of units outstanding, end of
   period (000's)
   1.20%........................................        98               --
   1.35%........................................     8,661               --
   1.60%........................................       379               --

                                                      YEARS ENDED DECEMBER 31,
                                                   ---------------------------
                                                       1998          1997 (a)
                                                   -----------     -----------

LAZARD LARGE CAP VALUE FUND
- ---------------------------
1.20% Unit value, beginning of period...........    $10.00           $10.00
1.20% Unit value, end of period.................    $11.86           $10.00
1.35% Unit value, beginning of period...........    $10.00           $10.00
1.35% Unit value, end of period.................    $11.84           $10.00
1.60% Unit value, beginning of period...........    $10.00           $10.00
1.60% Unit value, end of period.................    $11.81           $10.00

Number of units outstanding, end of
   period (000's)
   1.20%........................................        22               --
   1.35%........................................     5,696               --
   1.60%........................................       315               --

                                                      YEARS ENDED DECEMBER 31,
                                                   ---------------------------
                                                       1998          1997 (a)
                                                   -----------     -----------

LAZARD SMALL CAP VALUE FUND
- ---------------------------
1.20% Unit value, beginning of period...........     $10.00          $10.00
1.20% Unit value, end of period.................      $9.18          $10.00
1.35% Unit value, beginning of period...........     $10.00          $10.00
1.35% Unit value, end of period.................      $9.17          $10.00
1.60% Unit value, beginning of period...........     $10.00          $10.00
1.60% Unit value, end of period.................      $9.14          $10.00

Number of units outstanding, end of
   period (000's)
   1.20%........................................         26              --
   1.35%........................................      4,733              --
   1.60%........................................        344              --

- -------------------------
(a) Initial capital was received on December 31, 1997.
(b) Initial capital was received on December 31, 1998.


                                     FS-23
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.    Accumulation Unit Values (Continued):

      Shown below is accumulation unit value information for a unit outstanding
      throughout the period shown.

                                                      YEARS ENDED DECEMBER 31,
                                                   ---------------------------
                                                       1998          1997 (a)
                                                   -----------     -----------

MFS RESEARCH FUND
- -----------------
1.20% Unit value, beginning of period...........     $11.51          $10.00
1.20% Unit value, end of period.................     $14.12          $11.51
1.35% Unit value, beginning of period...........     $11.50          $10.00
1.35% Unit value, end of period.................     $14.08          $11.50
1.60% Unit value, beginning of period  (c)......     $11.48          $11.77
1.60% Unit value, end of period (c).............     $14.02          $11.48

Number of units outstanding, end of
   period (000's)
   1.20%........................................        356             263
   1.35%........................................     14,913           5,257
   1.60%........................................        410               1


                                                      YEARS ENDED DECEMBER 31,
                                                   ---------------------------
                                                       1998          1997 (a)
                                                   -----------     -----------

MFS EMERGING GROWTH COMPANIES FUND
- ----------------------------------
1.20% Unit value, beginning of period...........     $12.14          $10.00
1.20% Unit value, end of period.................     $16.14          $12.14
1.35% Unit value, beginning of period...........     $12.13          $10.00
1.35% Unit value, end of period.................     $16.10          $12.13
1.60% Unit value, beginning of period (c).......     $12.11          $12.60
1.60% Unit value, end of period (c).............     $16.03          $12.11

Number of units outstanding, end of
   period (000's)
   1.20%........................................        176             149
   1.35%........................................      9,117           3,327
   1.60%........................................        200               2

                                                      DECEMBER 31, 1998 (b)
                                                   ---------------------------

MFS EMERGING GROWTH WITH INCOME FUND
- ------------------------------------
1.20% Unit value, beginning of period...........            $10.00
1.20% Unit value, end of period.................            $10.00
1.35% Unit value, beginning of period...........            $10.00
1.35% Unit value, end of period.................            $10.00
1.60% Unit value, beginning of period...........            $10.00
1.60% Unit value, end of period.................            $10.00

- ----------
(a) Units were made available for sale on May 1, 1997.
(b) Initial capital was received on December 31, 1998.
(c) Units were made available for sale on October 1, 1997.


                                     FS-24
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.    Accumulation Unit Values (Continued):

      Shown below is accumulation unit value information for a unit outstanding
      throughout the period shown.

                                                      YEARS ENDED DECEMBER 31,
                                                   ---------------------------
                                                       1998           1997 (a)
                                                   -----------     -----------
MORGAN STANLEY EMERGING MARKETS EQUITY FUND
- -------------------------------------------
1.20% Unit value, beginning of period (c).......      $7.95           $7.95
1.20% Unit value, end of period (c).............      $5.73           $7.95
1.35% Unit value, beginning of period (c).......      $7.94           $7.94
1.35% Unit value, end of period (c).............      $5.72           $7.94
1.60% Unit value, beginning of period (c).......      $7.93           $7.93
1.60% Unit value, end of period (c).............      $5.70           $7.93

Number of units outstanding, end of
   period (000's)
   1.20%........................................         16              --
   1.35%........................................      1,805              --
   1.60%........................................        203              --

                                                      YEARS ENDED DECEMBER 31,
                                                   ---------------------------
                                                       1998           1997 (a)
                                                   -----------     -----------
EQ/PUTNAM GROWTH & INCOME VALUE FUND
- ------------------------------------
1.20% Unit value, beginning of period...........     $11.53          $10.00
1.20% Unit value, end of period.................     $12.85          $11.53
1.35% Unit value, beginning of period...........     $11.52          $10.00
1.35% Unit value, end of period.................     $12.82          $11.52
1.60% Unit value, beginning of period (c).......     $11.50          $11.63
1.60% Unit value, end of period (c).............     $12.76          $11.50

Number of units outstanding, end of
   period (000's)
   1.20%........................................        506             383
   1.35%........................................     24,343           8,113
   1.60%........................................        714              17

                                                      YEARS ENDED DECEMBER 31,
                                                   ---------------------------
                                                       1998          1997 (a)
                                                   -----------     -----------
EQ/PUTNAM INVESTORS GROWTH FUND
- -------------------------------
1.20% Unit value, beginning of period...........     $12.37          $10.00
1.20% Unit value, end of period.................     $16.65          $12.37
1.35% Unit value, beginning of period...........     $12.35          $10.00
1.35% Unit value, end of period.................     $16.61          $12.35
1.60% Unit value, beginning of period (c) ......     $12.33          $12.12
1.60% Unit value, end of period (c) ............     $16.54          $12.33

Number of units outstanding, end of
   period (000's)
   1.20%........................................        160             124
   1.35%........................................     10,072           2,581
   1.60%........................................        282              --

- ----------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on May 1, 1998.
(c) Units were made available for sale on December 31, 1997.


                                      FS-25
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
DECEMBER 31, 1998

6.    Accumulation Unit Values (Concluded):

      Shown below is accumulation unit value information for a unit outstanding
      throughout the period shown.

                                                      YEARS ENDED DECEMBER 31,
                                                   ---------------------------
                                                       1998          1997 (a)
                                                   -----------     -----------

EQ/PUTNAM INTERNATIONAL EQUITY FUND
- -----------------------------------
1.20% Unit value, beginning of period...........     $10.87          $10.00
1.20% Unit value, end of period.................     $12.83          $10.87
1.35% Unit value, beginning of period...........     $10.86          $10.00
1.35% Unit value, end of period.................     $12.80          $10.86
1.60% Unit value, beginning of period (c).......     $10.84          $11.52
1.60% Unit value, end of period (c).............     $12.75          $10.84

Number of units outstanding, end of
   period (000's)
   1.20%........................................        190              187
   1.35%........................................     10,607            4,609
   1.60%........................................        422                4

- -------------------------
(a) Units were made available for sale on May 1, 1997.
(c) Units were made available for sale on October 1, 1997.


                                      FS-26
<PAGE>







                        Report of Independent Accountants


To the Board of Directors and Shareholder of
The Equitable Life Assurance Society of the United States

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and comprehensive
income and of cash flows present fairly, in all material respects, the financial
position of The Equitable  Life  Assurance  Society of the United States and its
subsidiaries  ("Equitable  Life") at December 31, 1998 and 1997, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended December 31, 1998, in conformity with generally accepted accounting
principles.  These  financial  statements  are the  responsibility  of Equitable
Life's  management;  our  responsibility  is to  express  an  opinion  on  these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in accordance  with  generally  accepted  auditing  standards  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates  made by management  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for the opinion expressed above.

As discussed in Note 2 to the consolidated financial statements,  Equitable Life
changed its method of accounting for long-lived assets in 1996.




/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
New York, New York
February 8, 1999
                                      F-1
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>

                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                            <C>                  <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................   $    18,993.7        $    19,630.9
    Held to maturity, at amortized cost.....................................           125.0                  -
  Mortgage loans on real estate.............................................         2,809.9              2,611.4
  Equity real estate........................................................         1,676.9              2,495.1
  Policy loans..............................................................         2,086.7              2,422.9
  Other equity investments..................................................           713.3                951.5
  Investment in and loans to affiliates.....................................           928.5                731.1
  Other invested assets.....................................................           808.2                612.2
                                                                              -----------------    -----------------
      Total investments.....................................................        28,142.2             29,455.1
Cash and cash equivalents...................................................         1,245.5                300.5
Deferred policy acquisition costs...........................................         3,563.8              3,236.6
Amounts due from discontinued operations....................................             2.7                572.8
Other assets................................................................         3,051.9              2,687.4
Closed Block assets.........................................................         8,632.4              8,566.6
Separate Accounts assets....................................................        43,302.3             36,538.7
                                                                              -----------------    -----------------

Total Assets................................................................   $    87,940.8        $    81,357.7
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................   $    20,889.7        $    21,579.5
Future policy benefits and other policyholders' liabilities.................         4,694.2              4,553.8
Short-term and long-term debt...............................................         1,181.7              1,716.7
Other liabilities...........................................................         3,474.3              3,267.2
Closed Block liabilities....................................................         9,077.0              9,073.7
Separate Accounts liabilities...............................................        43,211.3             36,306.3
                                                                              -----------------    -----------------
      Total liabilities.....................................................        82,528.2             76,497.2
                                                                              -----------------    -----------------

Commitments and contingencies (Notes 11, 13, 14, 15 and 16)

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value 2.0 million shares authorized, issued
  and outstanding...........................................................             2.5                  2.5
Capital in excess of par value..............................................         3,110.2              3,105.8
Retained earnings...........................................................         1,944.1              1,235.9
Accumulated other comprehensive income......................................           355.8                516.3
                                                                              -----------------    -----------------
      Total shareholder's equity............................................         5,412.6              4,860.5
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................   $    87,940.8        $    81,357.7
                                                                              =================    =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
REVENUES
Universal life and investment-type product policy fee
  income......................................................   $    1,056.2       $       950.6      $       874.0
Premiums......................................................          588.1               601.5              597.6
Net investment income.........................................        2,228.1             2,282.8            2,203.6
Investment gains (losses), net................................          100.2               (45.2)              (9.8)
Commissions, fees and other income............................        1,503.0             1,227.2            1,081.8
Contribution from the Closed Block............................           87.1               102.5              125.0
                                                                -----------------  -----------------  -----------------

      Total revenues..........................................        5,562.7             5,119.4            4,872.2
                                                                -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances..........        1,153.0             1,266.2            1,270.2
Policyholders' benefits.......................................        1,024.7               978.6            1,317.7
Other operating costs and expenses............................        2,201.2             2,203.9            2,075.7
                                                                -----------------  -----------------  -----------------

      Total benefits and other deductions.....................        4,378.9             4,448.7            4,663.6
                                                                -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes, minority interest and cumulative
  effect of accounting change.................................        1,183.8               670.7              208.6
Federal income taxes..........................................          353.1                91.5                9.7
Minority interest in net income of consolidated subsidiaries..          125.2                54.8               81.7
                                                                -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative
  effect of accounting change.................................          705.5               524.4              117.2
Discontinued operations, net of Federal income taxes..........            2.7               (87.2)             (83.8)
Cumulative effect of accounting change, net of Federal
  income taxes................................................            -                   -                (23.1)
                                                                -----------------  -----------------  -----------------

Net Earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                =================  =================  =================
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
    CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
Common stock, at par value, beginning and end of year.........   $        2.5       $         2.5      $         2.5
                                                                -----------------  -----------------  -----------------

Capital in excess of par value, beginning of year.............        3,105.8             3,105.8            3,105.8
Additional capital in excess of par value.....................            4.4                 -                  -
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, end of year...................        3,110.2             3,105.8            3,105.8

Retained earnings, beginning of year..........................        1,235.9               798.7              788.4
Net earnings..................................................          708.2               437.2               10.3
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................        1,944.1             1,235.9              798.7
                                                                -----------------  -----------------  -----------------

Accumulated other comprehensive income,
  beginning of year...........................................          516.3               177.0              361.4
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Accumulated other comprehensive income, end of year...........          355.8               516.3              177.0
                                                                -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................   $    5,412.6       $     4,860.5      $     4,084.0
                                                                =================  =================  =================

COMPREHENSIVE INCOME
Net earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                -----------------  -----------------  -----------------
Change in unrealized gains (losses), net of reclassification
  adjustment..................................................         (149.5)              343.7             (206.6)
Minimum pension liability adjustment..........................          (11.0)               (4.4)              22.2
                                                                -----------------  -----------------  -----------------
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Comprehensive Income..........................................   $      547.7       $       776.5      $      (174.1)
                                                                =================  =================  =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
Net earnings..................................................   $      708.2       $       437.2      $        10.3
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Interest credited to policyholders' account balances........        1,153.0             1,266.2            1,270.2
  Universal life and investment-type product
    policy fee income.........................................       (1,056.2)             (950.6)            (874.0)
  Investment (gains) losses...................................         (100.2)               45.2                9.8
  Change in Federal income tax payable........................          123.1               (74.4)            (197.1)
  Other, net..................................................         (324.9)              169.4              330.2
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          503.0               893.0              549.4
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,289.0             2,702.9            2,275.1
  Sales.......................................................       16,972.1            10,385.9            8,964.3
  Purchases...................................................      (18,578.5)          (13,205.4)         (12,559.6)
  Decrease (increase) in short-term investments...............          102.4              (555.0)             450.3
  Decrease in loans to discontinued operations................          660.0               420.1            1,017.0
  Sale of subsidiaries........................................            -                 261.0                -
  Other, net..................................................         (341.8)             (612.6)            (281.0)
                                                                -----------------  -----------------  -----------------

Net cash provided (used) by investing activities..............        1,103.2              (603.1)            (133.9)
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits..................................................        1,508.1             1,281.7            1,925.4
    Withdrawals...............................................       (1,724.6)           (1,886.8)          (2,385.2)
  Net (decrease) increase in short-term financings............         (243.5)              419.9                (.3)
  Repayments of long-term debt................................          (24.5)             (196.4)            (124.8)
  Payment of obligation to fund accumulated deficit of
    discontinued operations...................................          (87.2)              (83.9)               -
  Other, net..................................................          (89.5)              (62.7)             (66.5)
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (661.2)             (528.2)            (651.4)
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................          945.0              (238.3)            (235.9)
Cash and cash equivalents, beginning of year..................          300.5               538.8              774.7
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $    1,245.5       $       300.5      $       538.8
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $      130.7       $       217.1      $       109.9
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      254.3       $       170.0      $       (10.0)
                                                                =================  =================  =================
</TABLE>

                See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1)     ORGANIZATION

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business is conducted principally by Equitable Life and its wholly owned
        life insurance  subsidiaries,  Equitable of Colorado ("EOC"), and, prior
        to  December  31,  1996,   Equitable  Variable  Life  Insurance  Company
        ("EVLICO").  Effective January 1, 1997, EVLICO was merged into Equitable
        Life,  which  continues  to conduct the  Company's  insurance  business.
        Equitable Life's  investment  management  business,  which comprises the
        Investment  Services  segment,  is  conducted  principally  by  Alliance
        Capital  Management  L.P.  ("Alliance"),  in which  Equitable Life has a
        57.7%  ownership  interest,  and  Donaldson,  Lufkin  &  Jenrette,  Inc.
        ("DLJ"),   an  investment  banking  and  brokerage  affiliate  in  which
        Equitable Life has a 32.5%  ownership  interest.  AXA ("AXA"),  a French
        holding  company for an  international  group of  insurance  and related
        financial   services   companies,   is  the  Holding  Company's  largest
        shareholder,  owning  approximately 58.5% at December 31, 1998 (53.4% if
        all securities convertible into, and options on, common stock were to be
        converted or exercised).

        The  Insurance  segment  offers a variety of  traditional,  variable and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small  groups.  It  also  administers  traditional  participating  group
        annuity  contracts  with  conversion  features,  generally for corporate
        qualified  pension  plans,  and  association  plans which  provide  full
        service retirement programs for individuals affiliated with professional
        and trade  associations.  This segment  includes  Separate  Accounts for
        individual insurance and annuity products.

        The Investment  Services segment includes  Alliance,  the results of DLJ
        which are accounted for on an equity basis,  and, through June 10, 1997,
        Equitable Real Estate  Investment  Management,  Inc.  ("EREIM"),  a real
        estate  investment   management  subsidiary  which  was  sold.  Alliance
        provides diversified investment fund management services to a variety of
        institutional clients,  including pension funds, endowments, and foreign
        financial institutions, as well as to individual investors,  principally
        through  a  broad  line  of  mutual   funds.   This   segment   includes
        institutional Separate Accounts which provide various investment options
        for large group pension clients, primarily deferred benefit contribution
        plans, through pooled or single group accounts. DLJ's businesses include
        securities underwriting,  sales and trading, merchant banking, financial
        advisory services,  investment research, venture capital,  correspondent
        brokerage  services,  online  interactive  brokerage  services and asset
        management.  DLJ  serves  institutional,   corporate,  governmental  and
        individual clients both domestically and internationally. EREIM provided
        real  estate  investment   management   services,   property  management
        services, mortgage servicing and loan asset management, and agricultural
        investment management.

 2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation and Principles of Consolidation

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting  principles ("GAAP") which
        require  management to make  estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statements and the
        reported  amounts of revenues and expenses during the reporting  period.
        Actual results could differ from those estimates.

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance and EREIM (see Note 5); and those partnerships and
        joint ventures in which Equitable Life or its  subsidiaries  has control

                                      F-6
<PAGE>

        and  a  majority   economic   interest   (collectively,   including  its
        consolidated  subsidiaries,  the "Company"). The Company's investment in
        DLJ is reported on the equity basis of accounting.  Closed Block assets,
        liabilities and results of operations are presented in the  consolidated
        financial   statements  as  single  line  items  (see  Note  7).  Unless
        specifically  stated,  all other footnote  disclosures  contained herein
        exclude the Closed Block related amounts.

        All significant intercompany transactions and balances except those with
        the  Closed  Block and  discontinued  operations  (see Note 8) have been
        eliminated in  consolidation.  The years "1998," "1997" and "1996" refer
        to the years  ended  December  31,  1998,  1997 and 1996,  respectively.
        Certain  reclassifications  have been made in the amounts  presented for
        prior periods to conform these periods with the 1998 presentation.

        Closed Block

        On July 22, 1992,  Equitable Life  established  the Closed Block for the
        benefit of certain individual participating policies which were in force
        on that date.  The assets  allocated to the Closed Block,  together with
        anticipated  revenues from policies  included in the Closed Block,  were
        reasonably expected to be sufficient to support such business, including
        provision  for payment of claims,  certain  expenses and taxes,  and for
        continuation of dividend scales payable in 1991, assuming the experience
        underlying such scales continues.

        Assets  allocated to the Closed Block inure solely to the benefit of the
        Closed  Block  policyholders  and will not revert to the  benefit of the
        Holding  Company.  No  reallocation,  transfer,  borrowing or lending of
        assets  can be made  between  the  Closed  Block and other  portions  of
        Equitable  Life's General Account,  any of its Separate  Accounts or any
        affiliate  of  Equitable  Life  without  the  approval  of the New  York
        Superintendent of Insurance (the "Superintendent").  Closed Block assets
        and  liabilities  are  carried on the same  basis as similar  assets and
        liabilities  held in the  General  Account.  The excess of Closed  Block
        liabilities  over Closed Block  assets  represents  the expected  future
        post-tax contribution from the Closed Block which would be recognized in
        income over the period the  policies  and  contracts in the Closed Block
        remain in force.

        Discontinued Operations

        Discontinued  operations  include  the Group  Non-Participating  Wind-Up
        Annuities  ("Wind-Up  Annuities") and the Guaranteed  Interest  Contract
        ("GIC") lines of business.  An allowance was established for the premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each quarter and believes the  allowance for future losses at
        December 31, 1998 is adequate to provide for all future losses; however,
        the quarterly  allowance review continues to involve numerous  estimates
        and  subjective   judgments   regarding  the  expected   performance  of
        Discontinued Operations Investment Assets. There can be no assurance the
        losses provided for will not differ from the losses ultimately realized.
        To the extent actual results or future  projections of the  discontinued
        operations   differ  from   management's   current  best  estimates  and
        assumptions  underlying the allowance for future losses,  the difference
        would  be  reflected  in the  consolidated  statements  of  earnings  in
        discontinued  operations.  In particular,  to the extent  income,  sales
        proceeds  and  holding  periods  for  equity  real  estate  differ  from
        management's previous assumptions, periodic adjustments to the allowance
        are likely to result (see Note 8).

        Accounting Changes

        In June 1997, the Financial  Accounting  Standards Board ("FASB") issued
        Statement  of   Financial   Accounting   Standards   ("SFAS")  No.  131,
        "Disclosures  about Segments of an Enterprise and Related  Information".
        SFAS No.  131  establishes  standards  for  public  companies  to report
        information  about  operating  segments in annual and interim  financial
        statements issued to shareholders.  It also specifies related disclosure
        requirements  for  products  and  services,  geographic  areas and major
        customers.  Generally,  financial information must be reported using the
        basis  management  uses  to make  operating  decisions  and to  evaluate
        business  performance.  The Company  implemented  SFAS No. 131 effective
        December 31, 1998 and  continues to identify two  operating  segments to
        reflect its major businesses:  Insurance and Investment Services.  While
        the  segment  descriptions  are the same as those  previously  reported,
        certain  amounts  have  been  reattributed  between  the two  reportable
        segments.   Prior  period  comparative   segment  information  has  been
        restated.

                                      F-7
<PAGE>

        In March 1998, the American  Institute of Certified  Public  Accountants
        ("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the
        Costs of Computer  Software  Developed or Obtained  for  Internal  Use,"
        which  requires  capitalization  of external and certain  internal costs
        incurred to obtain or develop internal-use  computer software during the
        application development stage. The Company applied the provisions of SOP
        98-1  prospectively  effective January 1, 1998. The adoption of SOP 98-1
        did not have a material impact on the Company's  consolidated  financial
        statements.   Capitalized   internal-use  software  is  amortized  on  a
        straight-line basis over the estimated useful life of the software.

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to the  Company's  cost of funds.
        Adoption  of  the  statement   resulted  in  the  release  of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management intends to sell or abandon is classified as real estate
        held  for  sale.  Valuation  allowances  on real  estate  held  for sale
        continue to be computed using the lower of depreciated cost or estimated
        fair value, net of disposition costs. Initial adoption of the impairment
        requirements  of SFAS No. 121 to other assets to be disposed of resulted
        in a charge for the cumulative  effect of an accounting  change of $23.1
        million,  net of a Federal income tax benefit of $12.4  million,  due to
        the  writedown  to fair  value  of  building  improvements  relating  to
        facilities vacated in 1996.

        New Accounting Pronouncements

        In  October  1998,  the  FASB  issued  SFAS  No.  134,  "Accounting  for
        Mortgage-Backed Securities Retained after the Securitization of Mortgage
        Loans  Held for Sale by a Mortgage  Banking  Enterprise,"  which  amends
        existing  accounting and reporting  standards for certain  activities of
        mortgage  banking   enterprises  and  other   enterprises  that  conduct
        operations that are substantially similar to the primary operations of a
        mortgage banking  enterprise.  This statement is effective for the first
        fiscal quarter  beginning after December 15, 1998. This statement is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In June 1998, the FASB issued SFAS No. 133,  "Accounting  for Derivative
        Instruments and Hedging  Activities,"  which establishes  accounting and
        reporting  standards  for  derivative  instruments,   including  certain
        derivatives embedded in other contracts, and for hedging activities.  It
        requires all  derivatives  to be recognized on the balance sheet at fair
        value.  The  accounting  for  changes in the fair value of a  derivative
        depends on its intended use.  Derivatives not used in hedging activities
        must be adjusted  to fair value  through  earnings.  Changes in the fair
        value of derivatives used in hedging  activities will,  depending on the
        nature of the hedge,  either be offset in earnings against the change in
        fair value of the hedged item  attributable  to the risk being hedged or
        recognized in other  comprehensive  income until the hedged item affects
        earnings.  For all  hedging  activities,  the  ineffective  portion of a
        derivative's  change in fair value  will be  immediately  recognized  in
        earnings.

        SFAS No. 133 requires  adoption in fiscal years beginning after June 15,
        1999 and  permits  early  adoption  as of the  beginning  of any  fiscal
        quarter following issuance of the statement.  Retroactive application to
        financial statements of prior periods is prohibited. The Company expects
        to adopt SFAS No. 133 effective January 1, 2000.  Adjustments  resulting
        from  initial  adoption  of the new  requirements  will be reported in a
        manner  similar  to the  cumulative  effect  of a change  in  accounting
        principle  and will be  reflected  in net  income or  accumulated  other
        comprehensive income based upon existing hedging relationships,  if any.
        Management  currently  is  assessing  the impact of  adoption.  However,
        Alliance's  adoption is not expected to have a significant impact on the
        Company's  consolidated  balance  sheet or statement of earnings.  Also,
        since  most  of  DLJ's  derivatives  are  carried  at fair  values,  the
        Company's  consolidated earnings and financial position are not expected
        to be significantly affected by DLJ's adoption of the new requirements.

                                      F-8
<PAGE>

        In late 1998, the AICPA issued SOP 98-7, "Deposit Accounting: Accounting
        for Insurance and Reinsurance  Contracts that Do Not Transfer  Insurance
        Risk".  This SOP,  effective for fiscal years  beginning  after June 15,
        1999,  provides guidance to both the insured and insurer on how to apply
        the deposit  method of accounting  when it is required for insurance and
        reinsurance  contracts that do not transfer insurance risk. The SOP does
        not address or change the  requirements  as to when  deposit  accounting
        should be applied.  SOP 98-7 applies to all  entities and all  insurance
        and reinsurance contracts that do not transfer insurance risk except for
        long-duration  life  and  health  insurance  contracts.  This SOP is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In December  1997,  the AICPA issued SOP 97-3,  "Accounting by Insurance
        and  Other  Enterprises  for  Insurance-Related  Assessments".  SOP 97-3
        provides  guidance for assessments  related to insurance  activities and
        requirements  for  disclosure  of  certain  information.   SOP  97-3  is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
        the Company's consolidated financial statements.

        Valuation of Investments

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value.  Fixed maturities,  which the Company has both the
        ability and the intent to hold to maturity,  are stated  principally  at
        amortized  cost. The amortized cost of fixed  maturities is adjusted for
        impairments in value deemed to be other than temporary.

        Valuation  allowances are netted  against the asset  categories to which
        they apply.

        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
        collateral value.

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses), net. Valuation allowances on real
        estate held for sale are computed using the lower of depreciated cost or
        current estimated fair value, net of disposition costs.  Depreciation is
        discontinued on real estate held for sale. Prior to the adoption of SFAS
        No. 121,  valuation  allowances  on real estate held for  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties discounted at a rate equal to the Company's cost of funds.

        Policy loans are stated at unpaid principal balances.

        Partnerships  and joint venture  interests in which the Company does not
        have control or a majority  economic interest are reported on the equity
        basis of accounting  and are included  either with equity real estate or
        other equity investments, as appropriate.

        Common  stocks are carried at  estimated  fair value and are included in
        other equity investments.

        Short-term  investments are stated at amortized cost which  approximates
        fair value and are included with other invested assets.

                                      F-9
<PAGE>

        Cash and cash equivalents  includes cash on hand, amounts due from banks
        and highly liquid debt instruments  purchased with an original  maturity
        of three months or less.

        All securities are recorded in the consolidated  financial statements on
        a trade date basis.

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
        Gains (Losses)

        Net   investment   income  and  realized   investment   gains   (losses)
        (collectively,  "investment  results") related to certain  participating
        group annuity contracts which are passed through to the  contractholders
        are reflected as interest credited to policyholders' account balances.

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
        valuation allowances are included in investment gains (losses).

        Unrealized  investment  gains and losses on equity  securities and fixed
        maturities available for sale held by the Company are accounted for as a
        separate component of accumulated  comprehensive  income, net of related
        deferred  Federal income taxes,  amounts  attributable  to  discontinued
        operations,  participating  group annuity  contracts and deferred policy
        acquisition costs ("DAC") related to universal life and  investment-type
        products and participating traditional life contracts.

        Recognition of Insurance Income and Related Expenses

        Premiums from universal life and investment-type  contracts are reported
        as deposits to  policyholders'  account  balances.  Revenues  from these
        contracts   consist  of  amounts  assessed  during  the  period  against
        policyholders'   account   balances  for   mortality   charges,   policy
        administration charges and surrender charges. Policy benefits and claims
        that are  charged to expense  include  benefit  claims  incurred  in the
        period in excess of related policyholders' account balances.

        Premiums from participating and  non-participating  traditional life and
        annuity  policies with life  contingencies  generally are  recognized as
        income when due.  Benefits  and expenses are matched with such income so
        as to  result  in the  recognition  of  profits  over  the  life  of the
        contracts.  This match is  accomplished  by means of the  provision  for
        liabilities  for future policy  benefits and the deferral and subsequent
        amortization of policy acquisition costs.

        For  contracts  with a single  premium  or a limited  number of  premium
        payments due over a  significantly  shorter period than the total period
        over which  benefits are provided,  premiums are recorded as income when
        due with any  excess  profit  deferred  and  recognized  in  income in a
        constant  relationship  to  insurance  in force or, for  annuities,  the
        amount of expected future benefit payments.

        Premiums from individual  health contracts are recognized as income over
        the period to which the premiums  relate in  proportion to the amount of
        insurance protection provided.

        Deferred Policy Acquisition Costs

        The  costs  of  acquiring   new   business,   principally   commissions,
        underwriting,  agency and policy issue expenses,  all of which vary with
        and  are  primarily  related  to the  production  of new  business,  are
        deferred. DAC is subject to recoverability testing at the time of policy
        issue and loss recognition testing at the end of each accounting period.

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  25 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized with an offset to accumulated other  comprehensive  income in
        consolidated shareholder's equity as of the balance sheet date.

                                      F-10
<PAGE>

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1998, the expected  investment  yield,  excluding
        policy loans, generally ranged from 7.29% grading to 6.5% over a 20 year
        period.   Estimated  gross  margin  includes  anticipated  premiums  and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with an  offset to  accumulated  comprehensive  income  in  consolidated
        shareholder's equity as of the balance sheet date.

        For  non-participating  traditional  life and annuity policies with life
        contingencies,  DAC is amortized in proportion to anticipated  premiums.
        Assumptions  as to  anticipated  premiums  are  estimated at the date of
        policy  issue  and  are  consistently  applied  during  the  life of the
        contracts.   Deviations  from  estimated  experience  are  reflected  in
        earnings in the period such deviations  occur. For these contracts,  the
        amortization periods generally are for the total life of the policy.

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
        proportion to anticipated premium revenue at time of issue.

        Policyholders' Account Balances and Future Policy Benefits

        Policyholders'  account balances for universal life and  investment-type
        contracts are equal to the policy  account  values.  The policy  account
        values  represents  an  accumulation  of  gross  premium  payments  plus
        credited interest less expense and mortality charges and withdrawals.

        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
        proportion to gross margins over the life of the contract.

        For non-participating traditional life insurance policies, future policy
        benefit  liabilities  are estimated  using a net level premium method on
        the basis of actuarial  assumptions  as to  mortality,  persistency  and
        interest established at policy issue.  Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience  which,  together  with  interest  and  expense  assumptions,
        includes a margin for adverse deviation. When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
        from 2.25% to 13.5% for annuity liabilities.

        During  the  fourth  quarter  of  1996  a  loss  recognition   study  of
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions,  such as expected mortality and future investment  returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
        and net earnings by $47.5 million ($73.0 million pre-tax).

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the  net  level  premium  method  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
        experience assumptions as to claim terminations, expenses and interest.

                                      F-11
<PAGE>

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its Pension Par
        and DI  reserves  have been  calculated  on a  reasonable  basis and are
        adequate,  there can be no  assurance  reserves  will be  sufficient  to
        provide for future liabilities.

        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $938.6 million and $886.7 million at December 31,
        1998 and  1997,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
        summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Incurred benefits related to current year..........  $       202.1       $      190.2       $      189.0
        Incurred benefits related to prior years...........           22.2                2.1               69.1
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       224.3       $      192.3       $      258.1
                                                            =================   ================   =================

        Benefits paid related to current year..............  $        17.0       $       28.8       $       32.6
        Benefits paid related to prior years...............          155.4              146.2              153.3
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       172.4       $      175.0       $      185.9
                                                            =================   ================   =================
</TABLE>

        Policyholders' Dividends

        The amount of  policyholders'  dividends to be paid (including  those on
        policies  included  in the  Closed  Block)  is  determined  annually  by
        Equitable   Life's  board  of  directors.   The   aggregate   amount  of
        policyholders'  dividends  is  related  to actual  interest,  mortality,
        morbidity  and expense  experience  for the year and  judgment as to the
        appropriate level of statutory surplus to be retained by Equitable Life.

        At December 31, 1998,  participating  policies,  including  those in the
        Closed Block, represent  approximately 19.9% ($49.3 billion) of directly
        written life insurance in force, net of amounts ceded.

        Federal Income Taxes

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  consolidated  subsidiaries.  Current  Federal
        income  taxes are charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred  income tax assets and  liabilities  are
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
        income tax rates and laws.

        Separate Accounts

        Separate  Accounts are established in conformity with the New York State
        Insurance Law and generally are not  chargeable  with  liabilities  that
        arise from any other business of the Insurance Group.  Separate Accounts
        assets  are  subject to General  Account  claims  only to the extent the
        value of such assets exceeds Separate Accounts liabilities.

                                      F-12
<PAGE>

        Assets  and  liabilities  of the  Separate  Accounts,  representing  net
        deposits  and  accumulated  net  investment  earnings  less  fees,  held
        primarily  for  the  benefit  of  contractholders,  and  for  which  the
        Insurance Group does not bear the investment risk, are shown as separate
        captions in the consolidated  balance sheets.  The Insurance Group bears
        the investment risk on assets held in one Separate  Account;  therefore,
        such assets are carried on the same basis as similar  assets held in the
        General Account  portfolio.  Assets held in the other Separate  Accounts
        are carried at quoted  market  values or,  where  quoted  values are not
        available,  at  estimated  fair values as  determined  by the  Insurance
        Group.

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1998, 1997 and 1996,  investment  results of
        such  Separate  Accounts  were $4,591.0  million,  $3,411.1  million and
        $2,970.6 million, respectively.

        Deposits to Separate  Accounts  are  reported as  increases  in Separate
        Accounts liabilities and are not reported in revenues. Mortality, policy
        administration  and  surrender  charges  on all  Separate  Accounts  are
        included in revenues.

        Employee Stock Option Plan

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the  Statement,  compensation  expense is  recorded  on the date of
        grant only if the current market price of the  underlying  stock exceeds
        the  option  price.  See Note 22 for the pro forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
        for Stock-Based Compensation".

                                      F-13
<PAGE>

 3)     INVESTMENTS

        The following tables provide  additional  information  relating to fixed
        maturities and equity securities:
<TABLE>
<CAPTION>

                                                                        Gross               Gross
                                                   Amortized          Unrealized         Unrealized          Estimated
                                                      Cost              Gains              Losses            Fair Value
                                                -----------------  -----------------   ----------------   -----------------
                                                                              (In Millions)
        <S>                                     <C>                 <C>                <C>                 <C>
        December 31, 1998
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,520.8      $       793.6       $      379.6       $    14,934.8
            Mortgage-backed....................        1,807.9               23.3                 .9             1,830.3
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,464.1              107.6                 .7             1,571.0
            States and political subdivisions..           55.0                9.9                -                  64.9
            Foreign governments................          363.3               20.9               30.0               354.2
            Redeemable preferred stock.........          242.7                7.0               11.2               238.5
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,453.8      $       962.3       $      422.4       $    18,993.7
                                                =================  =================   ================   =================

          Held to Maturity:  Corporate.........  $       125.0      $         -         $        -         $       125.0
                                                =================  =================   ================   =================

        Equity Securities:
          Common stock.........................  $        58.3      $       114.9       $       22.5       $       150.7
                                                =================  =================   ================   =================

        December 31, 1997
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,850.5      $       785.0       $       74.5       $    15,561.0
            Mortgage-backed....................        1,702.8               23.5                1.3             1,725.0
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,583.2               83.9                 .6             1,666.5
            States and political subdivisions..           52.8                6.8                 .1                59.5
            Foreign governments................          442.4               44.8                2.0               485.2
            Redeemable preferred stock.........          128.0                6.7                1.0               133.7
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5       $    19,630.9
                                                =================  =================   ================   =================

        Equity Securities:
          Common stock.........................  $       408.4      $        48.7       $       15.0       $       442.1
                                                =================  =================   ================   =================
</TABLE>

        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities  without a readily  ascertainable  market value,  the Company
        determines  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1998 and 1997,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,539.9 million and $3,759.2 million,  respectively, had estimated fair
        values of $3,748.5 million and $3,903.9 million, respectively.

                                      F-14
<PAGE>

        The contractual maturity of bonds at December 31, 1998 is shown below:
<TABLE>
<CAPTION>

                                                                                        Available for Sale
                                                                                ------------------------------------
                                                                                   Amortized          Estimated
                                                                                     Cost             Fair Value
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>
        Due in one year or less................................................  $      324.8       $      323.4
        Due in years two through five..........................................       3,778.2            3,787.9
        Due in years six through ten...........................................       6,543.4            6,594.1
        Due after ten years....................................................       5,756.8            6,219.5
        Mortgage-backed securities.............................................       1,807.9            1,830.3
                                                                                ----------------   -----------------
        Total..................................................................  $   18,211.1       $   18,755.2
                                                                                ================   =================
</TABLE>

        Corporate  bonds held to maturity  with an amortized  cost and estimated
        fair value of $125.0 million are due in one year or less.

        Bonds not due at a single  maturity date have been included in the above
        table in the year of final maturity.  Actual maturities will differ from
        contractual  maturities  because borrowers may have the right to call or
        prepay obligations with or without call or prepayment penalties.

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        concentrations  in any single  issuer or a  particular  industry  group.
        Certain of these corporate high yield securities are classified as other
        than  investment  grade by the various rating  agencies,  i.e., a rating
        below Baa or National  Association of Insurance  Commissioners  ("NAIC")
        designation of 3 (medium grade),  4 or 5 (below  investment  grade) or 6
        (in or near default).  At December 31, 1998,  approximately 15.1% of the
        $18,336.1 million aggregate  amortized cost of bonds held by the Company
        was considered to be other than investment grade.

        In  addition,  the  Insurance  Group is an equity  investor  in  limited
        partnership interests which primarily invest in securities considered to
        be other than investment grade.

        Fixed maturity  investments with  restructured or modified terms are not
        material.

        Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Balances, beginning of year........................  $       384.5       $      137.1       $      325.3
        SFAS No. 121 release...............................            -                  -               (152.4)
        Additions charged to income........................           86.2              334.6              125.0
        Deductions for writedowns and
          asset dispositions...............................         (240.1)             (87.2)            (160.8)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================

        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        34.3       $       55.8       $       50.4
          Equity real estate...............................          196.3              328.7               86.7
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================
</TABLE>

                                      F-15
<PAGE>

        At December 31, 1998, the carrying value of fixed  maturities  which are
        non-income  producing for the twelve months  preceding the  consolidated
        balance sheet date was $60.8 million.

        At  December  31,  1998 and 1997,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate")  had an  amortized  cost of $7.0  million  (0.2% of total
        mortgage loans on real estate) and $23.4 million (0.9% of total mortgage
        loans on real estate), respectively.

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $115.1
        million and $183.4 million at December 31, 1998 and 1997,  respectively.
        Gross interest income on restructured mortgage loans on real estate that
        would have been recorded in accordance  with the original  terms of such
        loans  amounted to $10.3  million,  $17.2  million and $35.5  million in
        1998, 1997 and 1996, respectively.  Gross interest income on these loans
        included in net investment income aggregated $8.3 million, $12.7 million
        and $28.2 million in 1998, 1997 and 1996, respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                         December 31,
                                                                            ----------------------------------------
                                                                                   1998                 1997
                                                                            -------------------  -------------------
                                                                                         (In Millions)
        <S>                                                                 <C>                  <C>
        Impaired mortgage loans with provision for losses..................  $        125.4       $        196.7
        Impaired mortgage loans without provision for losses...............             8.6                  3.6
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           134.0                200.3
        Provision for losses...............................................           (29.0)               (51.8)
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        105.0       $        148.5
                                                                            ===================  ===================
</TABLE>

        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
        expected cash flows are reported as investment gains or losses.

        During 1998, 1997 and 1996, respectively, the Company's average recorded
        investment in impaired mortgage loans was $161.3 million, $246.9 million
        and  $552.1  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $12.3  million,  $15.2 million and $38.8 million
        ($.9 million, $2.3 million and $17.9 million recognized on a cash basis)
        for 1998, 1997 and 1996, respectively.

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1998 and 1997,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $836.2  million  and  $1,023.5   million,
        respectively. For 1998, 1997 and 1996, respectively, real estate of $7.1
        million,  $152.0 million and $58.7 million was acquired in  satisfaction
        of debt. At December 31, 1998 and 1997, the Company owned $552.3 million
        and  $693.3   million,   respectively,   of  real  estate   acquired  in
        satisfaction of debt.

        Depreciation  of real estate held for  production  of income is computed
        using the  straight-line  method over the estimated  useful lives of the
        properties,  which  generally  range  from 40 to 50  years.  Accumulated
        depreciation  on real estate was $374.8  million  and $541.1  million at
        December 31, 1998 and 1997,  respectively.  Depreciation expense on real
        estate totaled $30.5 million,  $74.9 million and $91.8 million for 1998,
        1997 and 1996, respectively.

                                      F-16
<PAGE>

 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial information for real estate joint ventures
        (25 and 29  individual  ventures  as of  December  31,  1998  and  1997,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million or  greater  and an equity  interest  of 10% or  greater,  is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>
        BALANCE SHEETS
        Investments in real estate, at depreciated cost........................  $       913.7      $     1,700.9
        Investments in securities, generally at estimated fair value...........          636.9            1,374.8
        Cash and cash equivalents..............................................           85.9              105.4
        Other assets...........................................................          279.8              584.9
                                                                                ----------------   -----------------
        Total Assets...........................................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Borrowed funds - third party...........................................  $       367.1      $       493.4
        Borrowed funds - the Company...........................................           30.1               31.2
        Other liabilities......................................................          197.2              284.0
                                                                                ----------------   -----------------
        Total liabilities......................................................          594.4              808.6
                                                                                ----------------   -----------------

        Partners' capital......................................................        1,321.9            2,957.4
                                                                                ----------------   -----------------
        Total Liabilities and Partners' Capital................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Equity in partners' capital included above.............................  $       312.9      $       568.5
        Equity in limited partnership interests not included above.............          442.1              331.8
        Other..................................................................             .7                4.3
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $       755.7      $       904.6
                                                                                ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       246.1       $      310.5       $      348.9
        Revenues of other limited partnership interests....          128.9              506.3              386.1
        Interest expense - third party.....................          (33.3)             (91.8)            (111.0)
        Interest expense - the Company.....................           (2.6)              (7.2)             (30.0)
        Other expenses.....................................         (197.0)            (263.6)            (282.5)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       142.1       $      454.2       $      311.5
                                                            =================   ================   =================

        Equity in net earnings included above..............  $        59.6       $       76.7       $       73.9
        Equity in net earnings of limited partnership
          interests not included above.....................           22.7               69.5               35.8
        Other..............................................            -                  (.9)                .9
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $        82.3       $      145.3       $      110.6
                                                            =================   ================   =================
</TABLE>

                                      F-17
<PAGE>

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

        The sources of net investment income are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Fixed maturities...................................  $     1,489.0       $    1,459.4       $    1,307.4
        Mortgage loans on real estate......................          235.4              260.8              303.0
        Equity real estate.................................          356.1              390.4              442.4
        Other equity investments...........................           83.8              156.9              122.0
        Policy loans.......................................          144.9              177.0              160.3
        Other investment income............................          185.7              181.7              217.4
                                                            -----------------   ----------------   -----------------

          Gross investment income..........................        2,494.9            2,626.2            2,552.5

          Investment expenses..............................         (266.8)            (343.4)            (348.9)
                                                            -----------------   ----------------   -----------------

        Net Investment Income..............................  $     2,228.1       $    2,282.8       $    2,203.6
                                                            =================   ================   =================
</TABLE>

        Investment  gains  (losses),  net,  including  changes in the  valuation
        allowances, are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Fixed maturities...................................  $       (24.3)      $       88.1       $       60.5
        Mortgage loans on real estate......................          (10.9)             (11.2)             (27.3)
        Equity real estate.................................           74.5             (391.3)             (79.7)
        Other equity investments...........................           29.9               14.1               18.9
        Sale of subsidiaries...............................           (2.6)             252.1                -
        Issuance and sales of Alliance Units...............           19.8                -                 20.6
        Issuance and sale of DLJ common stock..............           18.2                3.0                -
        Other..............................................           (4.4)               -                 (2.8)
                                                            -----------------   ----------------   -----------------
        Investment Gains (Losses), Net.....................  $       100.2       $      (45.2)      $       (9.8)
                                                            =================   ================   =================
</TABLE>

        Writedowns of fixed maturities amounted to $101.6 million, $11.7 million
        and $29.9 million for 1998, 1997 and 1996, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted to $136.4  million for 1997. In the fourth quarter of 1997, the
        Company  reclassified  $1,095.4 million  depreciated cost of equity real
        estate from real estate held for the production of income to real estate
        held for sale.  Additions to valuation allowances of $227.6 million were
        recorded upon these  transfers.  Additionally,  in fourth  quarter 1997,
        $132.3  million of  writedowns  on real  estate held for  production  of
        income were recorded.

        For 1998,  1997 and 1996,  respectively,  proceeds  received on sales of
        fixed maturities  classified as available for sale amounted to $15,961.0
        million,  $9,789.7 million and $8,353.5  million.  Gross gains of $149.3
        million,  $166.0  million and $154.2  million and gross  losses of $95.1
        million, $108.8 million and $92.7 million,  respectively,  were realized
        on these  sales.  The change in  unrealized  investment  gains  (losses)
        related to fixed  maturities  classified as available for sale for 1998,
        1997 and 1996 amounted to $(331.7) million,  $513.4 million and $(258.0)
        million, respectively.

        For 1998,  1997 and 1996,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $136.9  million,  $137.5
        million and $136.7 million, respectively.

                                      F-18
<PAGE>

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million  note  which  was  paid  in  1998.  The  Company  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term   advisory   agreements   whereby  ERE  continues  to  provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
        the sale.

        Through  June  10,  1997  and for the  year  ended  December  31,  1996,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million and $226.1  million and combined  net earnings of $10.7  million
        and $30.7 million.

        In 1996,  Alliance  acquired the business of Cursitor  Holdings L.P. and
        Cursitor Holdings Limited  (collectively,  "Cursitor") for approximately
        $159.0  million.  The purchase price consisted of $94.3 million in cash,
        1.8 million of Alliance's  publicly traded units ("Alliance  Units"), 6%
        notes  aggregating  $21.5 million payable  ratably over four years,  and
        additional  consideration to be determined at a later date but currently
        estimated to not exceed $10.0 million. The excess of the purchase price,
        including  acquisition costs and minority interest,  over the fair value
        of  Cursitor's  net  assets  acquired  resulted  in the  recognition  of
        intangible assets consisting of costs assigned to contracts acquired and
        goodwill   of   approximately   $122.8   million   and  $38.3   million,
        respectively. The Company recognized an investment gain of $20.6 million
        as a result of the issuance of Alliance  Units in this  transaction.  On
        June 30,  1997,  Alliance  reduced the  recorded  value of goodwill  and
        contracts  associated with Alliance's  acquisition of Cursitor by $120.9
        million.   This  charge   reflected   Alliance's  view  that  Cursitor's
        continuing   decline  in  assets  under   management   and  its  reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1998, the Company's ownership of Alliance Units was approximately 56.7%.

                                      F-19
<PAGE>

        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets as a component of accumulated  comprehensive  income and
        the changes for the corresponding years, are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Balance, beginning of year.........................  $       533.6       $      189.9       $      396.5
        Changes in unrealized investment gains (losses)....         (242.4)             543.3             (297.6)
        Changes in unrealized investment losses
          (gains) attributable to:
            Participating group annuity contracts..........           (5.7)              53.2                -
            DAC............................................           13.2              (89.0)              42.3
            Deferred Federal income taxes..................           85.4             (163.8)              48.7
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================

        Balance, end of year comprises:
          Unrealized investment gains on:
            Fixed maturities...............................  $       539.9       $      871.2       $      357.8
            Other equity investments.......................           92.4               33.7               31.6
            Other, principally Closed Block................          111.1               80.9               53.1
                                                            -----------------   ----------------   -----------------
              Total........................................          743.4              985.8              442.5
          Amounts of unrealized investment gains
            attributable to:
              Participating group annuity contracts........          (24.7)             (19.0)             (72.2)
              DAC..........................................         (127.8)            (141.0)             (52.0)
              Deferred Federal income taxes................         (206.8)            (292.2)            (128.4)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================
</TABLE>

 6)     ACCUMULATED OTHER COMPREHENSIVE INCOME

        Accumulated other comprehensive  income represents  cumulative gains and
        losses on items that are not reflected in earnings. The balances for the
        years 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Unrealized gains on investments....................  $       384.1       $      533.6       $      189.9
        Minimum pension liability..........................          (28.3)             (17.3)             (12.9)
                                                            -----------------   ----------------   -----------------
        Total Accumulated Other
          Comprehensive Income.............................  $       355.8       $      516.3       $      177.0
                                                            =================   ================   =================
</TABLE>

                                      F-20
<PAGE>

        The components of other  comprehensive  income for the years 1998,  1997
        and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Net unrealized gains (losses) on investment
          securities:
          Net unrealized gains (losses) arising during
            the period.....................................  $      (186.1)      $      564.0       $     (249.8)
          Reclassification adjustment for (gains) losses
            included in net earnings.......................          (56.3)             (20.7)             (47.8)
                                                            -----------------   ----------------   -----------------

        Net unrealized gains (losses) on investment
          securities.......................................         (242.4)             543.3             (297.6)
        Adjustments for policyholder liabilities,
          DAC and deferred
          Federal income taxes.............................           92.9             (199.6)              91.0
                                                            -----------------   ----------------   -----------------
        Change in unrealized gains (losses), net of
          reclassification and adjustments.................         (149.5)             343.7             (206.6)
        Change in minimum pension liability................          (11.0)              (4.4)              22.2
                                                            -----------------   ----------------   -----------------
        Total Other Comprehensive Income...................  $      (160.5)      $      339.3       $     (184.4)
                                                            =================   ================   =================
</TABLE>

 7)     CLOSED BLOCK

        Summarized financial information for the Closed Block follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $4,149.0 and $4,059.4)...........................................  $    4,373.2         $    4,231.0
        Mortgage loans on real estate........................................       1,633.4              1,341.6
        Policy loans.........................................................       1,641.2              1,700.2
        Cash and other invested assets.......................................          86.5                282.0
        DAC..................................................................         676.5                775.2
        Other assets.........................................................         221.6                236.6
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    8,632.4         $    8,566.6
                                                                              =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances...........  $    9,013.1         $    8,993.2
        Other liabilities....................................................          63.9                 80.5
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    9,077.0         $    9,073.7
                                                                              =================    =================
</TABLE>

                                      F-21
<PAGE>

<TABLE>
<CAPTION>
                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>                 <C>                <C>
        Revenues
        Premiums and other revenue.........................  $       661.7       $      687.1       $      724.8
        Investment income (net of investment
          expenses of $15.5, $27.0 and $27.3)..............          569.7              574.9              546.6
        Investment losses, net.............................             .5              (42.4)              (5.5)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,231.9            1,219.6            1,265.9
                                                            -----------------   ----------------   -----------------

        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,082.0            1,066.7            1,106.3
        Other operating costs and expenses.................           62.8               50.4               34.6
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,144.8            1,117.1            1,140.9
                                                            -----------------   ----------------   -----------------

        Contribution from the Closed Block.................  $        87.1       $      102.5       $      125.0
                                                            =================   ================   =================
</TABLE>

        At December 31, 1998 and 1997, problem mortgage loans on real estate had
        an amortized  cost of $5.1 million and $8.1 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized  cost of $26.0 million and $70.5 million,
        respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Impaired mortgage loans with provision for losses......................  $        55.5      $       109.1
        Impaired mortgage loans without provision for losses...................            7.6                 .6
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           63.1              109.7
        Provision for losses...................................................          (10.1)             (17.4)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        53.0      $        92.3
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $85.5 million,  $110.2 million
        and $153.8 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $4.7  million,  $9.4 million and $10.9
        million  ($1.5  million,  $4.1 million and $4.7 million  recognized on a
        cash basis) for 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted to $11.1  million  and $18.5  million on
        mortgage  loans on real estate and $15.4  million  and $16.8  million on
        equity real estate at December  31, 1998 and 1997,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million and $12.8 million for 1997 and 1996, respectively. Writedowns of
        equity real estate  subsequent  to the adoption of SFAS No. 121 amounted
        to $28.8 million for 1997.

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were  recorded  upon these  transfers.  Additionally,  in fourth
        quarter  1997,  $28.8  million of  writedowns  on real  estate  held for
        production of income were recorded.

        Many  expenses  related  to  Closed  Block  operations  are  charged  to
        operations  outside of the Closed Block;  accordingly,  the contribution
        from the Closed Block does not represent the actual profitability of the
        Closed Block  operations.  Operating  costs and expenses  outside of the
        Closed Block are, therefore, disproportionate to the business outside of
        the Closed Block.

                                      F-22
<PAGE>

 8)     DISCONTINUED OPERATIONS

        Summarized financial information for discontinued operations follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Assets
        Mortgage loans on real estate........................................  $      553.9         $      635.2
        Equity real estate...................................................         611.0                874.5
        Other equity investments.............................................         115.1                209.3
        Other invested assets................................................          24.9                152.4
                                                                              -----------------    -----------------
          Total investments..................................................       1,304.9              1,871.4
        Cash and cash equivalents............................................          34.7                106.8
        Other assets.........................................................         219.0                243.8
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================

        Liabilities
        Policyholders' liabilities...........................................  $    1,021.7         $    1,048.3
        Allowance for future losses..........................................         305.1                259.2
        Amounts due to continuing operations.................................           2.7                572.8
        Other liabilities....................................................         229.1                341.7
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>              <C>                 <C>
        Revenues
        Investment income (net of investment
          expenses of $63.3, $97.3 and $127.5).............  $       160.4       $      188.6       $      245.4
        Investment gains (losses), net.....................           35.7             (173.7)             (18.9)
        Policy fees, premiums and other income.............           (4.3)                .2                 .2
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................          191.8               15.1              226.7

        Benefits and other deductions......................          141.5              169.5              250.4
        Earnings added (losses charged) to allowance
          for future losses................................           50.3             (154.4)             (23.7)
                                                            -----------------   ----------------   -----------------
        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax earnings from releasing (loss from
          strengthening) of the allowance for future
          losses...........................................            4.2             (134.1)            (129.0)
        Federal income tax (expense) benefit...............           (1.5)              46.9               45.2
                                                            -----------------   ----------------   -----------------
        Earnings (Loss) from Discontinued Operations.......  $         2.7       $      (87.2)      $      (83.8)
                                                            =================   ================   =================
</TABLE>

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations against the allowance, re-estimates future losses and adjusts
        the allowance,  if appropriate.  Additionally,  as part of the Company's
        annual planning  process which takes place in the fourth quarter of each
        year,  investment and benefit cash flow projections are prepared.  These
        updated  assumptions and estimates resulted in a release of allowance in
        1998 and strengthening of allowance in 1997 and 1996.

                                      F-23
<PAGE>

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in fourth  quarter  1997,  $92.5 million of writedowns on
        real estate held for production of income were recognized.

        Benefits and other deductions includes $26.6 million,  $53.3 million and
        $114.3  million of interest  expense  related to amounts  borrowed  from
        continuing operations in 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted  to $3.0  million  and $28.4  million on
        mortgage  loans on real estate and $34.8  million  and $88.4  million on
        equity real estate at December  31, 1998 and 1997,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
        for 1997 and 1996, respectively.

        At December 31, 1998 and 1997, problem mortgage loans on real estate had
        amortized  costs of $1.1 million and $11.0  million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had  amortized  costs of $3.5 million and $109.4  million,
        respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>
        Impaired mortgage loans with provision for losses......................  $         6.7      $       101.8
        Impaired mortgage loans without provision for losses...................            8.5                 .2
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           15.2              102.0
        Provision for losses...................................................           (2.1)             (27.3)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        13.1      $        74.7
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $73.3 million,  $89.2
        million and $134.8 million, respectively.  Interest income recognized on
        these  impaired  mortgage  loans totaled $4.7 million,  $6.6 million and
        $10.1 million ($3.4 million, $5.3 million and $7.5 million recognized on
        a cash basis) for 1998, 1997 and 1996, respectively.

        At December  31, 1998 and 1997,  discontinued  operations  had  carrying
        values of $50.0 million and $156.2 million, respectively, of real estate
        acquired in satisfaction of debt.

                                      F-24
<PAGE>

 9)     SHORT-TERM AND LONG-TERM DEBT

        Short-term and long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Short-term debt......................................................  $      179.3         $      422.2
                                                                              -----------------    -----------------
        Long-term debt:
        Equitable Life:
          6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4
          7.70% surplus notes scheduled to mature 2015.......................         199.7                199.7
          Other..............................................................            .3                   .3
                                                                              -----------------    -----------------
              Total Equitable Life...........................................         599.4                599.4
                                                                              -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 5.91% - 12.00%, due through 2017...................         392.2                676.6
                                                                              -----------------    -----------------
        Alliance:
          Other..............................................................          10.8                 18.5
                                                                              -----------------    -----------------
        Total long-term debt.................................................       1,002.4              1,294.5
                                                                              -----------------    -----------------

        Total Short-term and Long-term Debt..................................  $    1,181.7         $    1,716.7
                                                                              =================    =================
</TABLE>

        Short-term Debt

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying  interest rates and expires in September
        2000. The interest rates are based on external indices  dependent on the
        type of  borrowing  and at December  31, 1998 range from 5.23% to 7.75%.
        There were no borrowings  outstanding under this bank credit facility at
        December 31, 1998.

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
        December  31,  1998,  there were no  borrowings  outstanding  under this
        program.

        During  July 1998,  Alliance  entered  into a $425.0  million  five-year
        revolving  credit  facility  with a  group  of  commercial  banks  which
        replaced a $250.0 million revolving credit facility. Under the facility,
        the  interest  rate,  at the  option of  Alliance,  is a  floating  rate
        generally  based upon a defined prime rate, a rate related to the London
        Interbank  Offered Rate  ("LIBOR") or the Federal Funds Rate. A facility
        fee is payable on the total facility.  During  September 1998,  Alliance
        increased the size of its  commercial  paper program from $250.0 million
        to $425.0  million.  Borrowings  from these two  sources  may not exceed
        $425.0 million in the aggregate.  The revolving credit facility provides
        backup liquidity for commercial paper issued under Alliance's commercial
        paper  program  and can be used as a direct  source  of  borrowing.  The
        revolving credit facility contains  covenants which require Alliance to,
        among other things,  meet certain  financial  ratios. As of December 31,
        1998, Alliance had commercial paper outstanding  totaling $179.5 million
        at an  effective  interest  rate of 5.5% and  there  were no  borrowings
        outstanding under Alliance's revolving credit facility.

        Long-term Debt

        Several of the long-term  debt  agreements  have  restrictive  covenants
        related  to the total  amount of debt,  net  tangible  assets  and other
        matters. The Company is in compliance with all debt covenants.

                                      F-25
<PAGE>

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $640.2  million and  $1,164.0  million at December 31, 1998
        and  1997,  respectively,  as  collateral  for  certain  short-term  and
        long-term debt.

        At December 31, 1998,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1999 and the succeeding
        four years are $322.8 million,  $6.9 million, $1.7 million, $1.8 million
        and $2.0 million, respectively, and $668.0 million thereafter.

10)     FEDERAL INCOME TAXES

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
        statements of earnings is shown below:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Federal income tax expense (benefit):
          Current..........................................  $       283.3       $      186.5       $       97.9
          Deferred.........................................           69.8              (95.0)             (88.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
        effects of each are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Expected Federal income tax expense................  $       414.3       $      234.7       $       73.0
        Non-taxable minority interest......................          (33.2)             (38.0)             (28.6)
        Adjustment of tax audit reserves...................           16.0              (81.7)               6.9
        Equity in unconsolidated subsidiaries..............          (39.3)             (45.1)             (32.3)
        Other..............................................           (4.7)              21.6               (9.3)
                                                            -----------------   ----------------   -----------------
        Federal Income Tax Expense.........................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        The components of the net deferred Federal income taxes are as follows:
<TABLE>
<CAPTION>

                                                       December 31, 1998                  December 31, 1997
                                                ---------------------------------  ---------------------------------
                                                    Assets         Liabilities         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)
        <S>                                      <C>              <C>               <C>               <C>
        Compensation and related benefits......  $     235.3      $        -        $      257.9      $       -
        Other..................................         27.8               -                30.7              -
        DAC, reserves and reinsurance..........          -               231.4               -              222.8
        Investments............................          -               364.4               -              405.7
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     263.1      $      595.8      $      288.6      $     628.5
                                                ===============  ================  ===============   ===============
</TABLE>

                                      F-26
<PAGE>

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
        and the tax effects of each are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>              <C>                <C>
        DAC, reserves and reinsurance......................  $        (7.7)      $       46.2       $     (156.2)
        Investments........................................           46.8             (113.8)              78.6
        Compensation and related benefits..................           28.6                3.7               22.3
        Other..............................................            2.1              (31.1)             (32.9)
                                                            -----------------   ----------------   -----------------
        Deferred Federal Income Tax
          Expense (Benefit)................................  $        69.8       $      (95.0)      $      (88.2)
                                                            =================   ================   =================
</TABLE>

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Holding  Company's  consolidated  Federal income tax returns for the
        years 1992 through 1996.  Management  believes these audits will have no
        material adverse effect on the Company's results of operations.

11)     REINSURANCE AGREEMENTS

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
        health) is summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Direct premiums....................................  $       438.8       $      448.6       $      461.4
        Reinsurance assumed................................          203.6              198.3              177.5
        Reinsurance ceded..................................          (54.3)             (45.4)             (41.3)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       588.1       $      601.5       $      597.6
                                                            =================   ================   =================

        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        75.7       $       61.0       $       48.2
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        85.9       $       70.6       $       54.1
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        39.5       $       36.4       $       32.3
                                                            =================   ================   =================
</TABLE>

        Beginning in May 1997, the Company began  reinsuring on a yearly renewal
        term basis 90% of the  mortality  risk on new  issues of  certain  term,
        universal  and  variable  life  products.  During  1996,  the  Company's
        retention  limit on joint  survivorship  policies was increased to $15.0
        million.  Effective  January 1, 1994,  all in force  business above $5.0
        million was  reinsured.  The Insurance  Group also  reinsures the entire
        risk on  certain  substandard  underwriting  risks as well as in certain
        other cases.

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $1.3 million,
        $1.6  million and $2.4  million for 1998,  1997 and 1996,  respectively.
        Ceded death and disability benefits totaled $15.6 million,  $4.3 million
        and $21.2  million  for 1998,  1997 and  1996,  respectively.  Insurance
        liabilities  ceded totaled $560.3 million and $593.8 million at December
        31, 1998 and 1997, respectively.

                                      F-27
<PAGE>

12)     EMPLOYEE BENEFIT PLANS

        The Company sponsors  qualified and non-qualified  defined benefit plans
        covering   substantially  all  employees  (including  certain  qualified
        part-time employees), managers and certain agents. The pension plans are
        non-contributory.  Equitable Life's benefits are based on a cash balance
        formula or years of service  and final  average  earnings,  if  greater,
        under certain grandfathering rules in the plans. Alliance's benefits are
        based on years of  credited  service,  average  final  base  salary  and
        primary social  security  benefits.  The Company's  funding policy is to
        make the minimum contribution required by the Employee Retirement Income
        Security Act of 1974 ("ERISA").

        Components  of net periodic  pension cost (credit) for the qualified and
        non-qualified plans are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Service cost.......................................  $        33.2       $       32.5       $       33.8
        Interest cost on projected benefit obligations.....          129.2              128.2              120.8
        Actual return on assets............................         (175.6)            (307.6)            (181.4)
        Net amortization and deferrals.....................            6.1              166.6               43.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension Cost (Credit).................  $        (7.1)      $       19.7       $       16.6
                                                            =================   ================   =================
</TABLE>

        The  plan's  projected  benefit   obligation  under  the  qualified  and
        non-qualified plans was comprised of:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Benefit obligation, beginning of year..................................  $    1,801.3       $    1,765.5
        Service cost...........................................................          33.2               32.5
        Interest cost..........................................................         129.2              128.2
        Actuarial (gains) losses...............................................         108.4              (15.5)
        Benefits paid..........................................................        (138.7)            (109.4)
                                                                                ----------------   -----------------
        Benefit Obligation, End of Year........................................  $    1,933.4       $    1,801.3
                                                                                ================   =================
</TABLE>

        The funded status of the qualified and non-qualified pension plans is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Plan assets at fair value, beginning of year...........................  $    1,867.4       $    1,626.0
        Actual return on plan assets...........................................         338.9              307.5
        Contributions..........................................................           -                 30.0
        Benefits paid and fees.................................................        (123.2)             (96.1)
                                                                                ----------------   -----------------
        Plan assets at fair value, end of year.................................       2,083.1            1,867.4
        Projected benefit obligations..........................................       1,933.4            1,801.3
                                                                                ----------------   -----------------
        Projected benefit obligations less than plan assets....................         149.7               66.1
        Unrecognized prior service cost........................................          (7.5)              (9.9)
        Unrecognized net loss from past experience different
          from that assumed....................................................          38.7               95.0
        Unrecognized net asset at transition...................................           1.5                3.1
                                                                                ----------------   -----------------
        Prepaid  Pension Cost..................................................  $      182.4       $      154.3
                                                                                ================   =================
</TABLE>

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.0% and 3.83%, respectively,  at December 31, 1998 and
        7.25% and 4.07%,  respectively,  at December 31, 1997.  As of January 1,
        1998 and 1997,  the expected  long-term rate of return on assets for the
        retirement plan was 10.25%.

                                      F-28
<PAGE>

        The  Company  recorded,  as  a  reduction  of  shareholders'  equity  an
        additional minimum pension liability of $28.3 million and $17.3 million,
        net  of  Federal   income   taxes,   at  December  31,  1998  and  1997,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
        liability.

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of group
        trusts managed by Alliance.

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $31.8 million,
        $33.2 million and $34.7 million for 1998, 1997 and 1996, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1998,  1997 and 1996,  the  Company  made
        estimated  postretirement  benefits  payments  of $28.4  million,  $18.7
        million and $18.9 million, respectively.

        The  following  table  sets  forth the  postretirement  benefits  plan's
        status,  reconciled to amounts recognized in the Company's  consolidated
        financial statements:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Service cost.......................................  $         4.6       $        4.5       $        5.3
        Interest cost on accumulated postretirement
          benefits obligation..............................           33.6               34.7               34.6
        Net amortization and deferrals.....................             .5                1.9                2.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        38.7       $       41.1       $       42.3
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>
        Accumulated postretirement benefits obligation, beginning
          of year..............................................................  $      490.8       $      388.5
        Service cost...........................................................           4.6                4.5
        Interest cost..........................................................          33.6               34.7
        Contributions and benefits paid........................................         (28.4)              72.1
        Actuarial (gains) losses...............................................         (10.2)              (9.0)
                                                                                ----------------   -----------------
        Accumulated postretirement benefits obligation, end of year............         490.4              490.8
        Unrecognized prior service cost........................................          31.8               40.3
        Unrecognized net loss from past experience different
          from that assumed and from changes in assumptions....................        (121.2)            (140.6)
                                                                                ----------------   -----------------
        Accrued Postretirement Benefits Cost...................................  $      401.0       $      390.5
                                                                                ================   =================
</TABLE>

        Since January 1, 1994,  costs to the Company for providing these medical
        benefits  available  to  retirees  under  age 65 are the  same as  those
        offered to active employees and medical benefits will be limited to 200%
        of 1993 costs for all participants.

                                      F-29
<PAGE>

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated   postretirement  benefits  obligation  was  8.0%  in  1998,
        gradually  declining  to 2.5% in the year  2009,  and in 1997 was 8.75%,
        gradually declining to 2.75% in the year 2009. The discount rate used in
        determining the accumulated  postretirement benefits obligation was 7.0%
        and 7.25% at December 31, 1998 and 1997, respectively.

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be  increased  4.83%.  The effect of this change on the sum of the
        service  cost and  interest  cost would be an increase of 4.57%.  If the
        health  care  cost  trend  rate  assumptions  were  decreased  by 1% the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be decreased by 5.6%.  The effect of this change on the sum of the
        service cost and interest cost would be a decrease of 5.4%.

13)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

        Derivatives

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1998 and  1997,  respectively,  was  $880.9  million  and
        $1,353.4  million.  The average  unexpired  terms at  December  31, 1998
        ranged from 1 month to 4.3 years.  At  December  31,  1998,  the cost of
        terminating  swaps in a loss position was $8.0 million.  Equitable  Life
        has implemented an interest rate cap program designed to hedge crediting
        rates  on   interest-sensitive   individual  annuities  contracts.   The
        outstanding notional amounts at December 31, 1998 of contracts purchased
        and sold were $8,450.0 million and $875.0 million, respectively. The net
        premium paid by Equitable Life on these  contracts was $54.8 million and
        is being amortized ratably over the contract periods ranging from 1 to 5
        years.  Income and expense  resulting from this program are reflected as
        an adjustment to interest credited to policyholders' account balances.

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
        commodity derivative instruments is not significant.

        Fair Value of Financial Instruments

        The Company  defines  fair value as the quoted  market  prices for those
        instruments  that are  actively  traded in financial  markets.  In cases
        where quoted market prices are not available,  fair values are estimated
        using  present  value  or other  valuation  techniques.  The fair  value
        estimates  are made at a  specific  point in  time,  based on  available
        market  information  and  judgments  about  the  financial   instrument,
        including  estimates  of the timing and amount of  expected  future cash
        flows and the credit standing of  counterparties.  Such estimates do not
        reflect any premium or discount that could result from offering for sale
        at one time the  Company's  entire  holdings of a  particular  financial
        instrument,  nor do they consider the tax impact of the  realization  of
        unrealized  gains or losses.  In many  cases,  the fair value  estimates
        cannot be  substantiated by comparison to independent  markets,  nor can
        the  disclosed  value  be  realized  in  immediate   settlement  of  the
        instrument.

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
        Insurance Group was not material at December 31, 1998 and 1997.

                                      F-30
<PAGE>

        Fair  values  for  mortgage  loans  on  real  estate  are  estimated  by
        discounting  future contractual cash flows using interest rates at which
        loans with similar  characteristics  and credit  quality  would be made.
        Fair values for foreclosed mortgage loans and problem mortgage loans are
        limited to the  estimated  fair value of the  underlying  collateral  if
        lower.

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
        rates over the current interest rate charged on the loan.

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
        offering rates.

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
        rates offered on new policies over the current crediting rates.

        Fair values for long-term debt are  determined  using  published  market
        values, where available,  or contractual cash flows discounted at market
        interest rates. The estimated fair values for non-recourse mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate which
        takes  into  account  the level of  current  market  interest  rates and
        collateral  risk. The estimated  fair values for recourse  mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate based
        upon  current  interest  rates of other  companies  with credit  ratings
        similar to the  Company.  The  Company's  carrying  value of  short-term
        borrowings approximates their estimated fair value.

        The following  table  discloses  carrying value and estimated fair value
        for financial instruments not otherwise disclosed in Notes 3, 7 and 8:
<TABLE>
<CAPTION>

                                                                           December 31,
                                                --------------------------------------------------------------------
                                                              1998                               1997
                                                ---------------------------------  ---------------------------------
                                                   Carrying         Estimated         Carrying         Estimated
                                                    Value          Fair Value          Value           Fair Value
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)
        <S>                                     <C>              <C>               <C>               <C>
        Consolidated Financial Instruments:
        Mortgage loans on real estate..........  $    2,809.9     $     2,961.8     $     2,611.4     $    2,822.8
        Other limited partnership interests....         562.6             562.6             509.4            509.4
        Policy loans...........................       2,086.7           2,370.7           2,422.9          2,493.9
        Policyholders' account balances -
          investment contracts.................      12,892.0          13,396.0          12,611.0         12,714.0
        Long-term debt.........................       1,002.4           1,025.2           1,294.5          1,257.0

        Closed Block Financial Instruments:
        Mortgage loans on real estate..........       1,633.4           1,703.5           1,341.6          1,420.7
        Other equity investments...............          56.4              56.4              86.3             86.3
        Policy loans...........................       1,641.2           1,929.7           1,700.2          1,784.2
        SCNILC liability.......................          25.0              25.0              27.6             30.3

        Discontinued Operations Financial
        Instruments:
        Mortgage loans on real estate..........         553.9             599.9             655.5            779.9
        Fixed maturities.......................          24.9              24.9              38.7             38.7
        Other equity investments...............         115.1             115.1             209.3            209.3
        Guaranteed interest contracts..........          37.0              34.0              37.0             34.0
        Long-term debt.........................         147.1             139.8             296.4            297.6
</TABLE>

                                      F-31
<PAGE>

14)     COMMITMENTS AND CONTINGENT LIABILITIES

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $142.9 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $287.3 million at December 31, 1998, under existing loan
        or loan commitment agreements.

        Equitable  Life  is the  obligor  under  certain  structured  settlement
        agreements  which  it  had  entered  into  with  unaffiliated  insurance
        companies  and  beneficiaries.  To satisfy its  obligations  under these
        agreements,  Equitable  Life owns  single  premium  annuities  issued by
        previously wholly owned life insurance subsidiaries.  Equitable Life has
        directed  payment  under  these  annuities  to be made  directly  to the
        beneficiaries under the structured settlement  agreements.  A contingent
        liability exists with respect to these agreements  should the previously
        wholly  owned   subsidiaries  be  unable  to  meet  their   obligations.
        Management  believes the satisfaction of those  obligations by Equitable
        Life is remote.

        The Insurance  Group had $24.7 million of letters of credit  outstanding
        at December 31, 1998.

15)     LITIGATION

        Major Medical Insurance Cases

        Equitable Life agreed to settle,  subject to court approval,  previously
        disclosed cases involving  lifetime  guaranteed  renewable major medical
        insurance  policies issued by Equitable Life in five states.  Plaintiffs
        in these cases  claimed that  Equitable  Life's  method for  determining
        premium  increases  breached the terms of certain  forms of the policies
        and was  misrepresented.  In certain cases  plaintiffs also claimed that
        Equitable Life  misrepresented  to policyholders  that premium increases
        had been  approved  by  insurance  departments,  and that it  determined
        annual  rate  increases  in a  manner  that  discriminated  against  the
        policyholders.

        In December 1997,  Equitable  Life entered into a settlement  agreement,
        subject  to  court  approval,  which  would  result  in  creation  of  a
        nationwide class consisting of all persons holding,  and paying premiums
        on, the  policies  at any time since  January 1, 1988 and the  dismissal
        with prejudice of the pending  actions and the resolution of all similar
        claims on a nationwide basis.  Under the terms of the settlement,  which
        involves   approximately  127,000  former  and  current   policyholders,
        Equitable  Life would pay $14.2  million in exchange  for release of all
        claims and will provide future relief to certain  current  policyholders
        by  restricting  future premium  increases,  estimated to have a present
        value of $23.3 million.  This estimate is based upon  assumptions  about
        future events that cannot be predicted  with  certainty and  accordingly
        the actual value of the future  relief may vary.  In October  1998,  the
        court entered a judgment  approving  the  settlement  agreement  and, in
        November, a member of the national class filed a notice of appeal of the
        judgment. In January 1999, the Court of Appeals granted Equitable Life's
        motion to dismiss the appeal.

        Life Insurance and Annuity Sales Cases

        A number of lawsuits  are  pending as  individual  claims and  purported
        class  actions  against  Equitable  Life  and its  subsidiary  insurance
        companies Equitable Variable Life Insurance Company ("EVLICO," which was
        merged into Equitable Life effective  January 1, 1997) and The Equitable
        of Colorado,  Inc. ("EOC").  These actions involve,  among other things,
        sales of life and annuity  products for varying periods from 1980 to the
        present,    and   allege,    among   other   things,    sales   practice
        misrepresentation  primarily  involving:  the number of premium payments
        required;  the  propriety  of a product as an  investment  vehicle;  the
        propriety  of a product as a  replacement  of an  existing  policy;  and
        failure to  disclose a product as life  insurance.  Some  actions are in
        state  courts  and  others  are  in  U.S.  District  Courts  in  varying
        jurisdictions,  and are in varying  stages of discovery  and motions for
        class certification.

                                      F-32
<PAGE>

        In general,  the plaintiffs  request an  unspecified  amount of damages,
        punitive damages,  enjoinment from the described practices,  prohibition
        against  cancellation  of policies for  non-payment  of premium or other
        remedies, as well as attorneys' fees and expenses.  Similar actions have
        been filed against  other life and health  insurers and have resulted in
        the  award of  substantial  judgments,  including  material  amounts  of
        punitive damages, or in substantial settlements. Although the outcome of
        litigation cannot be predicted with certainty, particularly in the early
        stages  of an  action,  The  Equitable's  management  believes  that the
        ultimate  resolution  of these cases should not have a material  adverse
        effect on the  financial  position  of The  Equitable.  The  Equitable's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not any such  litigation  will have a material  adverse effect on The
        Equitable's results of operations in any particular period.

        Discrimination Case

        Equitable Life is a defendant in an action,  certified as a class action
        in September  1997, in the United States District Court for the Northern
        District of Alabama, Southern Division, involving alleged discrimination
        on the basis of race against  African-American  applicants and potential
        applicants  in hiring  individuals  as sales agents.  Plaintiffs  seek a
        declaratory  judgment and  affirmative and negative  injunctive  relief,
        including  the  payment of  back-pay,  pension  and other  compensation.
        Although the outcome of litigation  cannot be predicted with  certainty,
        The Equitable's management believes that the ultimate resolution of this
        matter  should  not have a  material  adverse  effect  on the  financial
        position of The Equitable.  The  Equitable's  management  cannot make an
        estimate  of loss,  if any,  or predict  whether or not such matter will
        have a material adverse effect on The Equitable's  results of operations
        in any particular period.

        Alliance Capital

        In July 1995, a class action  complaint was filed against Alliance North
        American  Government  Income  Trust,  Inc.  (the  "Fund"),  Alliance and
        certain other defendants affiliated with Alliance, including the Holding
        Company,  alleging  violations  of Federal  securities  laws,  fraud and
        breach of fiduciary  duty in connection  with the Fund's  investments in
        Mexican and Argentine  securities.  The original complaint was dismissed
        in 1996;  on appeal,  the  dismissal  was  affirmed.  In  October  1996,
        plaintiffs  filed a  motion  for  leave  to file an  amended  complaint,
        alleging  the  Fund  failed  to  hedge  against  currency  risk  despite
        representations  that it would do so, the Fund did not properly disclose
        that it planned to invest in mortgage-backed  derivative  securities and
        two Fund  advertisements  misrepresented  the risks of  investing in the
        Fund. In October 1998,  the U.S. Court of Appeals for the Second Circuit
        issued an order granting plaintiffs' motion to file an amended complaint
        alleging  that the Fund  misrepresented  its  ability  to hedge  against
        currency  risk  and  denying  plaintiffs'  motion  to  file  an  amended
        complaint  containing the other allegations.  Alliance believes that the
        allegations in the amended complaint,  which was filed in February 1999,
        are without merit and intends to defend itself vigorously  against these
        claims.  While the ultimate  outcome of this matter cannot be determined
        at this time,  Alliance's management does not expect that it will have a
        material adverse effect on Alliance's results of operations or financial
        condition.

        DLJSC

        DLJSC is a defendant  along with certain other parties in a class action
        complaint  involving the underwriting of units,  consisting of notes and
        warrants  to  purchase  common  shares,  of Rickel  Home  Centers,  Inc.
        ("Rickel"), which filed a voluntary petition for reorganization pursuant
        to Chapter 11 of the Bankruptcy  Code. The complaint  seeks  unspecified
        compensatory  and punitive  damages from DLJSC, as an underwriter and as
        an owner of 7.3% of the common stock,  for alleged  violation of Federal
        securities  laws and  common  law fraud for  alleged  misstatements  and
        omissions contained in the prospectus and registration statement used in
        the offering of the units.  DLJSC is defending itself vigorously against
        all the allegations contained in the complaint. Although there can be no
        assurance,  DLJ's  management does not believe that the ultimate outcome
        of  this  litigation  will  have a  material  adverse  effect  on  DLJ's
        consolidated  financial  condition.  Due  to the  early  stage  of  this
        litigation,  based on the information  currently  available to it, DLJ's
        management  cannot predict  whether or not such  litigation  will have a
        material adverse effect on DLJ's results of operations in any particular
        period.

                                      F-33
<PAGE>

        DLJSC is a defendant in a purported  class action filed in a Texas State
        Court on behalf  of the  holders  of $550  million  principal  amount of
        subordinated   redeemable   discount   debentures  of  National   Gypsum
        Corporation  ("NGC").  The debentures were canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        litigation   seeks   compensatory   and  punitive  damages  for  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        proceedings.  Trial is  expected  in early May 1999.  DLJSC  intends  to
        defend itself  vigorously  against all the allegations  contained in the
        complaint. Although there can be no assurance, DLJ's management does not
        believe  that  the  ultimate  outcome  of this  litigation  will  have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a  defendant  in a  complaint  which  alleges  that DLJSC and a
        number of other financial institutions and several individual defendants
        violated civil provisions of RICO by inducing  plaintiffs to invest over
        $40 million in The Securities  Groups,  a number of tax shelter  limited
        partnerships,  during the years 1978 through 1982. The  plaintiffs  seek
        recovery of the loss of their  entire  investment  and an  approximately
        equivalent  amount of  tax-related  damages.  Judgment for damages under
        RICO are subject to  trebling.  Discovery  is  complete.  Trial has been
        scheduled  for May 17,  1999.  DLJSC  believes  that it has  meritorious
        defenses  to the  complaints  and will  continue  to  contest  the suits
        vigorously.  Although there can be no assurance,  DLJ's  management does
        not believe that the  ultimate  outcome of this  litigation  will have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a defendant  along with certain  other  parties in four actions
        involving Mid-American Waste Systems, Inc. ("Mid-American"), which filed
        a voluntary  petition for  reorganization  pursuant to Chapter 11 of the
        Bankruptcy  Code  in  January  1997.   Three  actions  seek  rescission,
        compensatory and punitive damages for DLJSC's role in underwriting notes
        of Mid-American.  The other action,  filed by the Plan Administrator for
        the bankruptcy  estate of Mid-American,  alleges that DLJSC is liable as
        an  underwriter  for alleged  misrepresentations  and  omissions  in the
        prospectus   for  the  notes,   and  liable  as  financial   advisor  to
        Mid-American  for  allegedly  failing to advise  Mid-American  about its
        financial condition.  DLJSC believes that it has meritorious defenses to
        the  complaints  and will  continue  to  contest  the suits  vigorously.
        Although there can be no assurance,  DLJ's  management  does not believe
        that the  ultimate  outcome  of this  litigation  will  have a  material
        adverse effect on DLJ's  consolidated  financial  condition.  Based upon
        information  currently  available to it, DLJ's management cannot predict
        whether or not such  litigation  will have a material  adverse effect on
        DLJ's results of operations in any particular period.

        Other Matters

        In addition to the matters  described above, the Holding Company and its
        subsidiaries  are involved in various legal actions and  proceedings  in
        connection  with their  businesses.  Some of the actions and proceedings
        have been brought on behalf of various  alleged classes of claimants and
        certain of these  claimants seek damages of unspecified  amounts.  While
        the ultimate outcome of such matters cannot be predicted with certainty,
        in the opinion of management no such matter is likely to have a material
        adverse  effect on the  Company's  consolidated  financial  position  or
        results of operations.

16)     LEASES

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1999 and the succeeding  four years are $98.7 million,  $92.7
        million,  $73.4 million, $59.9 million, $55.8 million and $550.1 million
        thereafter. Minimum future sublease rental income on these noncancelable
        leases  for 1999 and the  succeeding  four years is $7.6  million,  $5.6
        million,  $4.6  million,  $2.3  million,  $2.3 million and $25.4 million
        thereafter.

                                      F-34
<PAGE>

        At December 31, 1998, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1999
        and the succeeding four years is $189.2 million,  $177.0 million, $165.5
        million, $145.4 million, $122.8 million and $644.7 million thereafter.

17)     OTHER OPERATING COSTS AND EXPENSES

        Other operating costs and expenses consisted of the following:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Compensation costs.................................  $       772.0       $      721.5       $      704.8
        Commissions........................................          478.1              409.6              329.5
        Short-term debt interest expense...................           26.1               31.7                8.0
        Long-term debt interest expense....................           84.6              121.2              137.3
        Amortization of policy acquisition costs...........          292.7              287.3              405.2
        Capitalization of policy acquisition costs.........         (609.1)            (508.0)            (391.9)
        Rent expense, net of sublease income...............          100.0              101.8              113.7
        Cursitor intangible assets writedown...............            -                120.9                -
        Other..............................................        1,056.8              917.9              769.1
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     2,201.2       $    2,203.9       $    2,075.7
                                                            =================   ================   =================
</TABLE>

        During 1997 and 1996,  the Company  restructured  certain  operations in
        connection with cost reduction  programs and recorded pre-tax provisions
        of $42.4  million and $24.4  million,  respectively.  The  amounts  paid
        during 1998,  associated  with cost  reduction  programs,  totaled $22.6
        million.  At December 31, 1998,  the  liabilities  associated  with cost
        reduction  programs  amounted to $39.4 million.  The 1997 cost reduction
        program  included costs related to employee  termination and exit costs.
        The 1996 cost reduction program included  restructuring costs related to
        the consolidation of insurance operations' service centers. Amortization
        of DAC in 1996 included a $145.0  million  writeoff of DAC related to DI
        contracts.

18)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1998, 1997 and 1996,  statutory net
        income (loss)  totaled  $384.4  million,  $(351.7)  million and $(351.1)
        million,  respectively.  Statutory  surplus,  capital  stock  and  Asset
        Valuation  Reserve ("AVR") totaled $4,728.0 million and $3,907.1 million
        at December 31, 1998 and 1997, respectively. No dividends have been paid
        by Equitable Life to the Holding Company to date.

        At December 31, 1998, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $25.6  million  of  securities
        deposited with such government or state agencies.

        The differences  between  statutory surplus and capital stock determined
        in accordance  with Statutory  Accounting  Principles  ("SAP") and total
        shareholders' equity on a GAAP basis are primarily  attributable to: (a)
        inclusion  in  SAP  of  an  AVR  intended  to  stabilize   surplus  from
        fluctuations in the value of the investment portfolio; (b) future policy
        benefits and policyholders'  account balances under SAP differ from GAAP
        due  to  differences   between   actuarial   assumptions  and  reserving
        methodologies;  (c) certain policy  acquisition costs are expensed under
        SAP but deferred under GAAP and amortized over future periods to achieve
        a matching of  revenues  and  expenses;  (d)  Federal  income  taxes are
        generally  accrued  under SAP based upon  revenues  and  expenses in the
        Federal  income tax return while under GAAP deferred  taxes are provided
        for timing differences  between recognition of revenues and expenses for
        financial  reporting  and income tax  purposes;  (e) valuation of assets
        under SAP and GAAP  differ due to  different  investment  valuation  and
        depreciation methodologies,  as well as the deferral of interest-related
        realized capital gains and losses on fixed income  investments;  and (f)
        differences  in  the  accrual   methodologies  for  post-employment  and
        retirement benefit plans.

                                      F-35
<PAGE>

19)     BUSINESS SEGMENT INFORMATION

        The Company's  operations consist of Insurance and Investment  Services.
        The  Company's  management  evaluates the  performance  of each of these
        segments  independently  and  allocates  resources  based on current and
        future   requirements   of  each  segment.   Management   evaluates  the
        performance  of each segment based upon  operating  results  adjusted to
        exclude the effect of unusual or  non-recurring  events and transactions
        and  certain  revenue  and  expense  categories  not related to the base
        operations  of  the  particular   business  net  of  minority  interest.
        Information for all periods is presented on a comparable basis.

        Intersegment  investment  advisory and other fees of approximately $61.8
        million,  $84.1  million  and $129.2  million  for 1998,  1997 and 1996,
        respectively,  are included in total revenues of the Investment Services
        segment.   These  fees,   excluding   amounts  related  to  discontinued
        operations of $.5 million, $4.2 million and $13.3 million for 1998, 1997
        and 1996, respectively, are eliminated in consolidation.

        The following  tables  reconcile each  segment's  revenues and operating
        earnings to total  revenues  and  earnings  from  continuing  operations
        before Federal income taxes and cumulative  effect of accounting  change
        as reported on the consolidated statements of earnings and the segments'
        assets to total assets on the consolidated balance sheets, respectively.
<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>
        1998
        Segment revenues.....................  $     4,029.8     $    1,438.4       $        (5.7)    $    5,462.5
        Investment gains.....................           64.8             35.4                 -              100.2
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     4,094.6     $    1,473.8       $        (5.7)    $    5,562.7
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       688.6     $      284.3       $         -       $      972.9
        Investment gains , net of
          DAC and other charges..............           41.7             27.7                 -               69.4
        Pre-tax minority interest............            -              141.5                 -              141.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       730.3     $      453.5       $         -       $    1,183.8
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    75,626.0     $   12,379.2       $       (64.4)    $   87,940.8
                                              ===============   =================  ===============   ================


        1997
        Segment revenues.....................  $     3,990.8     $    1,200.0       $       (7.7)     $    5,183.1
        Investment gains (losses)............         (318.8)           255.1                -               (63.7)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,672.0     $    1,455.1       $       (7.7)     $    5,119.4
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       507.0     $      258.3       $        -        $      765.3
        Investment gains (losses), net of
          DAC and other charges..............         (292.5)           252.7                -               (39.8)
        Non-recurring costs and expenses.....          (41.7)          (121.6)               -              (163.3)
        Pre-tax minority interest............            -              108.5                -               108.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       172.8     $      497.9       $        -        $      670.7
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    67,762.4     $   13,691.4       $      (96.1)     $   81,357.7
                                              ===============   =================  ===============   ================
</TABLE>

                                      F-36
<PAGE>

<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>
        1996
        Segment revenues.....................  $     3,789.1     $    1,105.5       $       (12.6)    $    4,882.0
        Investment gains (losses)............          (30.3)            20.5                 -               (9.8)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,758.8     $    1,126.0       $       (12.6)    $    4,872.2
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       337.1     $      224.6       $         -       $      561.7
        Investment gains (losses), net of
          DAC and other charges..............          (37.2)            16.9                 -              (20.3)
        Reserve strengthening and DAC
          writeoff...........................         (393.0)             -                   -             (393.0)
        Non-recurring costs and
          expenses...........................          (22.3)            (1.1)                -              (23.4)
        Pre-tax minority interest............            -               83.6                 -               83.6
                                              ---------------   -----------------  ---------------   ----------------
        Earnings (Loss) from
          Continuing Operations..............  $      (115.4)    $      324.0       $         -       $      208.6
                                              ===============   =================  ===============   ================
</TABLE>

20)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The  quarterly  results of operations  for 1998 and 1997 are  summarized
        below:
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                       ------------------------------------------------------------------------------
                                           March 31           June 30           September 30          December 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                       (In Millions)
        <S>                            <C>                <C>                 <C>                  <C>
        1998
        Total Revenues................  $     1,470.2      $     1,422.9       $    1,297.6         $    1,372.0
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       212.8      $       197.0       $      136.8         $      158.9
                                       =================  =================   ==================   ==================

        Net Earnings..................  $       213.3      $       198.3       $      137.5         $      159.1
                                       =================  =================   ==================   ==================

        1997
        Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4
                                       =================  =================   ==================   ==================

        Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)
                                       =================  =================   ==================   ==================
</TABLE>

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.

                                      F-37
<PAGE>

21)     INVESTMENT IN DLJ

        At December  31,  1998,  the  Company's  ownership  of DLJ  interest was
        approximately  32.5%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
        shares of DLJ common stock through February 2000.

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
        balance sheets.

        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
        Company's carrying value of DLJ, are as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Assets:
        Trading account securities, at market value............................  $   13,195.1       $   16,535.7
        Securities purchased under resale agreements...........................      20,063.3           22,628.8
        Broker-dealer related receivables......................................      34,264.5           28,159.3
        Other assets...........................................................       4,759.3            3,182.0
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        Liabilities:
        Securities sold under repurchase agreements............................  $   35,775.6       $   36,006.7
        Broker-dealer related payables.........................................      26,161.5           26,127.2
        Short-term and long-term debt..........................................       3,997.6            3,249.5
        Other liabilities......................................................       3,219.8            2,860.9
                                                                                ----------------   -----------------
        Total liabilities......................................................      69,154.5           68,244.3
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0
        Total shareholders' equity.............................................       2,927.7            2,061.5
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        DLJ's equity as reported...............................................  $    2,927.7       $    2,061.5
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.7               23.5
        The Holding Company's equity ownership in DLJ..........................      (1,002.4)            (740.2)
        Minority interest in DLJ...............................................      (1,118.2)            (729.3)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      830.8       $      615.5
                                                                                ================   =================
</TABLE>

                                      F-38
<PAGE>

        Summarized  statements of earnings information for DLJ reconciled to the
        Company's equity in earnings of DLJ is as follows:
<TABLE>
<CAPTION>

                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Commission, fees and other income......................................  $    3,184.7       $    2,430.7
        Net investment income..................................................       2,189.1            1,652.1
        Dealer, trading and investment gains, net..............................          33.2              557.7
                                                                                ----------------   -----------------
        Total revenues.........................................................       5,407.0            4,640.5
        Total expenses including income taxes..................................       5,036.2            4,232.2
                                                                                ----------------   -----------------
        Net earnings...........................................................         370.8              408.3
        Dividends on preferred stock...........................................          21.3               12.2
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      349.5       $      396.1
                                                                                ================   =================

        DLJ's earnings applicable to common shares as reported.................  $      349.5       $      396.1
        Amortization of cost in excess of net assets acquired in 1985..........           (.8)              (1.3)
        The Holding Company's equity in DLJ's earnings.........................        (136.8)            (156.8)
        Minority interest in DLJ...............................................         (99.5)            (109.1)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $      112.4       $      128.9
                                                                                ================   =================
</TABLE>

22)     ACCOUNTING FOR STOCK-BASED COMPENSATION

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1998,  1997 and 1996  would have
        been:
<TABLE>
<CAPTION>

                                                                        1998              1997             1996
                                                                   ---------------   ---------------  ---------------
                                                                                     (In Millions)
       <S>                                                          <C>               <C>              <C>
        Net Earnings:
          As reported.............................................  $      708.2      $     437.2      $       10.3
          Pro forma...............................................         678.4            426.3               3.3
</TABLE>

        The fair values of options  granted after  December 31, 1994,  used as a
        basis  for the above pro forma  disclosures,  were  estimated  as of the
        dates of grant using the Black-Scholes  option pricing model. The option
        pricing assumptions for 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                    Holding Company                      DLJ                            Alliance
                             ------------------------------ ------------------------------- ----------------------------------
                               1998      1997       1996      1998       1997      1996       1998       1997         1996
                             --------- ---------- --------- ---------- -------------------- ---------------------- -----------

        <S>                  <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>         <C>
        Dividend yield......  0.32%      0.48%     0.80%      0.69%      0.86%     1.54%      6.50%      8.00%       8.00%

        Expected volatility.   28%        20%       20%        40%        33%       25%        29%        26%         23%

        Risk-free interest
          rate..............  5.48%      5.99%     5.92%      5.53%      5.96%     6.07%      4.40%      5.70%       5.80%

        Expected life
          in years..........    5          5         5          5          5         5         7.2        7.2         7.4

        Weighted average
          fair value per
          option at
          grant-date........  $22.64    $12.25     $6.94     $16.27     $10.81     $4.03      $3.86      $2.18       $1.35
</TABLE>

                                      F-39
<PAGE>

        A summary of the Holding Company,  DLJ and Alliance's option plans is as
        follows:
<TABLE>
<CAPTION>

                                        Holding Company                     DLJ                         Alliance
                                  ----------------------------- ----------------------------- -----------------------------
                                                    Weighted                      Weighted                     Weighted
                                                    Average                       Average                       Average
                                                    Exercise                      Exercise                     Exercise
                                                    Price of                      Price of                     Price of
                                      Shares        Options         Shares        Options         Units         Options
                                  (In Millions)   Outstanding   (In Millions)   Outstanding   (In Millions)   Outstanding
                                  --------------- ------------- --------------- ------------- -----------------------------
       <S>                              <C>          <C>             <C>         <C>               <C>          <C>
        Balance as of
          January 1, 1996........       6.7           $20.27         18.4         $13.50            9.6          $ 8.86
          Granted................        .7           $24.94          4.2         $16.27            1.4          $12.56
          Exercised..............       (.1)          $19.91          -                             (.8)         $ 6.82
          Expired................       -                             -                             -
          Forfeited..............       (.6)          $20.21          (.4)        $13.50            (.2)         $ 9.66
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1996......       6.7           $20.79         22.2         $14.03           10.0          $ 9.54
          Granted................       3.2           $41.85          6.4         $30.54            2.2          $18.28
          Exercised..............      (1.6)          $20.26          (.2)        $16.01           (1.2)         $ 8.06
          Forfeited..............       (.4)          $23.43          (.2)        $13.79            (.4)         $10.64
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1997......       7.9           $29.05         28.2         $17.78           10.6          $11.41
          Granted................       4.3           $66.26          1.5         $38.59            2.8          $26.28
          Exercised..............      (1.1)          $21.18         (1.4)        $14.91            (.9)         $ 8.91
          Forfeited..............       (.4)          $47.01          (.1)        $17.31            (.2)         $13.14
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1998......      10.7           $44.00         28.2         $19.04           12.3          $14.94
                                  ===============               =============                 ===============
</TABLE>

                                      F-40
<PAGE>

        Information  about options  outstanding  and exercisable at December 31,
        1998 is as follows:
<TABLE>
<CAPTION>

                                             Options Outstanding                          Options Exercisable
                             ----------------------------------------------------  -----------------------------------
                                                    Weighted
                                                    Average         Weighted                             Weighted
              Range of             Number          Remaining         Average             Number           Average
              Exercise          Outstanding       Contractual       Exercise          Exercisable        Exercise
               Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price
        --------------------------------------- ----------------- ----------------  ------------------- ---------------

               Holding
               Company
        ----------------------
        <S>                        <C>                 <C>           <C>                <C>                <C>
        $18.125    -$27.75           3.7               5.19           $20.97              3.0              $20.33
        $28.50     -$45.25           3.0               8.68           $41.79              -
        $50.63     -$66.75           2.1               9.21           $52.73              -
        $81.94     -$82.56           1.9               9.62           $82.56              -
                              -----------------                                    -------------------
        $18.125    -$82.56          10.7               7.75           $44.00              3.0              $20.33
                              ================= ================= ================  ==================== ==============

                 DLJ
        ----------------------
        $13.50    -$25.99           22.3               7.1            $14.59             21.4              $15.05
        $26.00    -$38.99            5.0               8.8            $33.94              -
        $39.00    -$52.875            .9               9.4            $44.65              -
                              -----------------                                    -------------------
        $13.50    -$52.875          28.2               7.5            $19.04             21.4              $15.05
                              ================= ================== ==============  ===================== =============

              Alliance
        ----------------------
        $ 3.03    -$ 9.69            3.1               4.5            $ 8.03              2.4              $ 7.57
        $ 9.81    -$10.69            2.0               5.3            $10.05              1.6              $10.07
        $11.13    -$13.75            2.4               7.5            $11.92              1.0              $11.77
        $18.47    -$18.78            2.0               9.0            $18.48               .4              $18.48
        $22.50    -$26.31            2.8               9.9            $26.28              -                  -
                              -----------------                                    -------------------
        $  3.03   -$26.31           12.3               7.2            $14.94              5.4              $ 9.88
                              ================= =================== =============  ===================== =============
</TABLE>


                                      F-41

<PAGE>

Equitable Accumulator(SM)                   THE EQUITABLE LIFE ASSURANCE SOCIETY
                                            OF THE UNITED STATES
A combination variable and                  1290 AVENUE OF THE AMERICAS
fixed deferred annuity contract             NEW YORK, NEW YORK  10104

STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 18, 1999

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

This statement of additional information ("SAI") is not a prospectus. It should
be read in conjunction with the related Equitable Accumulator prospectus, dated
October 18, 1999. That prospectus provides detailed information concerning the
contracts and the variable investment options, as well as the fixed maturity
options, that fund the contracts. Each variable investment option is a
subaccount of Equitable Life's Separate Account No. 49. The fixed maturity
options are part of Equitable Life's general account. Definitions of special
terms used in the SAI are found in the prospectus.

A copy of the prospectus is available free of charge by writing the processing
office (Post Office Box 1547, Secaucus, NJ 07096-1547), by calling
1-800-789-7771 toll free, or by contacting your registered representative.


TABLE OF CONTENTS

Unit Values                                                      2
Annuity Unit Values                                              2
Custodian and Independent Accountants                            3
Yield Information for the Alliance Money Market
    Option and Alliance High Yield Option                        3
Long-Term Market Trends                                          5
Key Factors in Retirement Planning                               8
Financial Statements                                            12

   Copyright 1999 The Equitable Life Assurance Society of the United States.
    All rights reserved. Accumulator is a service mark of The Equitable Life
                    Assurance Society of the United States.

SAI 1AMLF (10/99)

<PAGE>

- --------------------------------------------------------------------------------
2
- --------------------------------------------------------------------------------


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


UNIT VALUES

Unit values are determined at the end of each valuation period for each of the
variable investment options. We may offer other annuity contracts and
certificates which will have their own unit values for the variable investment
options. They may be different from the unit values for the Equitable
Accumulator.

The unit value for a variable investment option for any valuation period is
equal to: (i) the unit value for the preceding valuation period multiplied by
(ii) the net investment factor for that option for that valuation period. A
valuation period is each business day together with any preceding non-business
days. The net investment factor is:

      (a / b) - c

where:

(a) is the value of the variable investment option's shares of the corresponding
    portfolio at the end of the valuation period. Any amounts allocated to or
    withdrawn from the option for the valuation period are not taken into
    account. For this purpose, we use the share value reported to us by EQ
    Advisors Trust.

(b) is the value of the variable investment option's shares of the corresponding
    portfolio at the end of the preceding valuation period. (Any amounts
    allocated or withdrawn for that valuation period are taken into account.)

(c) is the daily mortality and expense risks charge and administrative charge
    relating to the contracts, times the number of calendar days in the
    valuation period. These daily charges are at an effective annual rate not to
    exceed a total of 1.35%.

ANNUITY UNIT VALUES

The annuity unit value for each variable investment option was fixed at $1.00 on
each option's respective effective date (as shown in the prospectus) for
contracts with assumed base rates of net investment return of both 5% and 3 1/2%
a year. For each valuation period after that date, it is the annuity unit value
for the immediately preceding valuation period multiplied by the adjusted net
investment factor under the contract. For each valuation period, the adjusted
net investment factor is equal to the net investment factor reduced for each day
in the valuation period by:

o    .00013366 of the net investment factor if the assumed base rate of net
     investment return is 5% a year; or

o    .00009425 of the net investment factor if the assumed base rate of net
     investment return is 3 1/2%.

Because of this adjustment, the annuity unit value rises and falls depending on
whether the actual rate of net investment return (after deduction of charges) is
higher or lower than the assumed base rate.

All contracts have a 5% assumed base rate of net investment return, except in
states where that rate is not permitted. Annuity payments under contracts with
an assumed base rate of 3 1/2% will at first be smaller than those under
contracts with a 5% assumed base rate. Payments under the 3 1/2% contracts,
however, will rise more rapidly when unit values are rising, and payments will
fall more slowly when unit values are falling than those under 5% contracts.

The amounts of variable annuity payments are determined as follows:

Payments normally start on the business day specified on your election form, or
on such other future date you specify. The payments are made on a monthly basis.
The first three payments are of equal amounts. Each of the first three payments
will be based on the amount specified in the Tables of Guaranteed Annuity
Payments in your contract.

The first three payments depend on the assumed base rate of net investment
return and the form of annuity chosen (and any fixed period or period certain).
If the annuity involved is a life

<PAGE>
- --------------------------------------------------------------------------------
                                                                               3
- --------------------------------------------------------------------------------


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

contingency, the risk class and the age of the annuitants will affect payments.

The amount of the fourth and each later payment will vary according to the
investment performance of the variable investment options. We calculate each
monthly payment by multiplying the number of annuity units credited by the
average annuity unit value for the second calendar month immediately preceding
the due date of the payment. We calculate the number of units by dividing the
first monthly payment by the annuity unit value for the valuation period. This
includes the due date of the first monthly payment. The average annuity unit
value is the average of the annuity unit values for the valuation periods ending
in that month. Variable income annuities may also be available by separate
prospectus through other separate accounts we offer.

ILLUSTRATION OF CHANGES IN ANNUITY UNIT VALUES
To show how we determine variable annuity payments from month to month, assume
that the account value on the date annuity payments are to begin is enough to
fund an annuity with a monthly payment of $363. Also assume that the annuity
unit value for the valuation period that includes the due date of the first
annuity payment is $1.05. The number of annuity units credited under the
contract would be 345.71 (363 divided by 1.05 = 345.71).

If the fourth monthly payment is due in March, and the average annuity unit
value for January was $1.10, the annuity payment for March would be the number
of units (345.71) times the average annuity unit value ($1.10), or $380.28. If
the average annuity unit value was $1 in February, the annuity payment for April
would be 345.71 times $1, or $345.71.

CUSTODIAN AND INDEPENDENT ACCOUNTANTS
Equitable Life is the custodian for the shares of EQ Advisors Trust owned by
Separate Account No. 49.

The financial statements of Separate Account No. 49 as at December 31, 1998 and
for the periods ended December 31, 1998 and 1997, and the consolidated financial
statements of Equitable Life as at December 31, 1998 and 1997 and for each of
the three years ended December 31, 1998 included in this SAI have been so
included in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

YIELD INFORMATION FOR THE ALLIANCE MONEY
MARKET OPTION AND ALLIANCE HIGH YIELD OPTION

ALLIANCE MONEY MARKET OPTION
The Alliance Money Market option calculates yield information for seven-day
periods. The seven-day current yield calculation is based on a hypothetical
contract with one unit at the beginning of the period. To determine the
seven-day rate of return, the net change in the unit value is computed by
subtracting the unit value at the beginning of the period from a unit value,
exclusive of capital changes, at the end of the period.

The net change is then reduced by the average administrative charge factor
(explained below). This reduction is made to recognize the deduction of the
annual administrative charge under the Flexible Premium IRA and Flexible Premium
Roth IRA contracts, which is not reflected in the unit value.

Unit values reflect all other accrued expenses of the Alliance Money Market
option but do not reflect any withdrawal charges, the optional benefit charge,
or charges for applicable taxes such as state or local premium taxes. Under the
Alliance Money Market special dollar cost averaging program, unit values also do
not reflect the mortality and expense risks charge and the administrative
charge.

The adjusted net change is divided by the unit value at the beginning of the
period to obtain what is called the adjusted base period rate of return. This
seven-day adjusted base period return is then multiplied by 365/7 to produce an
annualized seven-day current yield figure carried to the nearest one-hundredth
of one percent.

The actual dollar amount of the annual administrative charge that is deducted
from the Alliance Money Market option will vary for each contract depending upon
the percentage of the

<PAGE>
- --------------------------------------------------------------------------------
4
- --------------------------------------------------------------------------------


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

account value allocated to the Alliance Money Market option. To determine the
effect of the annual administrative charge on the yield, we start with the total
dollar amounts of the charges deducted from the option during the 12-month
period ending on the last day of the prior year. The amount is multiplied by
7/365 to produce an average administrative charge factor which is used in all
weekly yield computations for the ensuing year. The average administrative
charge factor is then divided by the number of Alliance Money Market units as of
the end of the prior calendar year, and the resulting quotient is deducted from
the net change in unit value for the seven-day period.

The effective yield is obtained by modifying the current yield to take into
account the compounding nature of the Alliance Money Market option's
investments, as follows: the unannualized adjusted base period return is
compounded by adding one to the adjusted base period return, raising the sum to
a power equal to 365 divided by 7, and subtracting one from the result, i.e.,
effective yield = (base period return + 1)[superscript: 365/7] - 1. The Alliance
Money Market option yields will fluctuate daily. Accordingly, yields for any
given period do not necessarily represent future results. In addition, the value
of units of the Alliance Money Market option will fluctuate and not remain
constant.

ALLIANCE HIGH YIELD OPTION
The Alliance High Yield option calculates yield information for 30-day periods.
The 30-day current yield calculation is based on a hypothetical contract with
one unit at the beginning of the period. To determine the 30-day rate of return,
the net change in the unit value is computed by subtracting the unit value at
the beginning of the period from a unit value, exclusive of capital changes, at
the end of the period.

The net change is then reduced by the average administrative charge factor
(explained below). This reduction is made to recognize the deduction of the
annual administrative charge under the Flexible Premium IRA and Flexible Premium
Roth IRA contracts, which is not reflected in the unit value.

Unit values reflect all other accrued expenses of the Alliance High Yield option
but do not reflect any withdrawal charges, the optional benefit charge or
charges for applicable taxes such as state or local premium taxes.

The adjusted net change is divided by the unit value at the beginning of the
period to obtain the adjusted base period rate of return. This 30-day adjusted
base period return is then multiplied by 365/30 to produce an annualized 30-day
current yield figure carried to the nearest one-hundredth of one percent.

The actual dollar amount of the annual administrative charge that is deducted
from the Alliance High Yield option will vary for each contract depending upon
the percentage of the account value allocated to the Alliance High Yield option.
To determine the effect of the annual administrative charge on the yield, we
start with the total dollar amounts of the charges deducted from the option
during the 12-month period ending on the last day of the prior year. The amount
is multiplied by 30/365 to produce an average administrative charge factor which
is used in all 30-day yield computations for the ensuing year. The average
administrative charge factor is then divided by the number of Alliance High
Yield units as of the end of the prior calendar year, and the resulting quotient
is deducted from the net change in unit value for the 30-day period.

The yield for the Alliance High Yield option will fluctuate daily. Accordingly,
the yield for any given period does not necessarily represent future results. In
addition, the value of units of the Alliance High Yield option will fluctuate
and not remain constant.

ALLIANCE MONEY MARKET OPTION AND ALLIANCE HIGH YIELD
OPTION YIELD INFORMATION
The yields for the Alliance Money Market option and Alliance High Yield option
reflect charges that are not normally reflected in the yields of other
investments. Therefore, they may be lower when compared with yields of other
investments. The yields for the Alliance Money Market option and Alliance High
Yield option should not be compared to the return on fixed rate investments
which guarantee rates of interest for specified periods, such as the fixed
maturity options. Nor should the


<PAGE>
- --------------------------------------------------------------------------------
                                                                               5
- --------------------------------------------------------------------------------


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


yields be compared to the yields of money market options made available to the
general public.

The seven-day current yield for the Alliance Money Market option was 4.19% for
the period ended December 31, 1998. The effective yield for that period was
4.28%.

The 30-day current yield for the Alliance High Yield option was 12.89% for the
period ended December 31, 1998.

Because the above yields reflect the deduction of variable investment option
expenses, they are lower than the corresponding yield figures for the Alliance
Money Market and Alliance High Yield portfolios which reflect only the deduction
of EQ Advisors Trust level expenses. Because the Flexible Premium IRA and
Flexible Premium Roth IRA contracts described in the prospectus are being
offered for the first time in 1999, the above yields do not reflect the annual
administrative charge which would apply under these contracts.

LONG-TERM MARKET TRENDS

As a tool for understanding how different investment strategies may affect
long-term results, it may be useful to consider the historical returns on
different types of assets. The following charts present historical return trends
for various types of securities. The information presented, while not directly
related to the performance of the variable investment options, helps to provide
a perspective on the potential returns of different asset classes over different
periods of time. By combining this information with knowledge of your own
financial needs (for example, the length of time until you retire, your
financial requirements at retirement), you may be able to better determine how
you wish to allocate contributions among the variable investment options.

Historically, the long-term investment performance of common stocks has
generally been superior to that of long- or short-term debt securities. For
those investors who have many years until retirement, or whose primary focus is
on long-term growth potential and protection against inflation, there may be
advantages to allocating some or all of their account value to those variable
investment options that invest in stocks.

                    GROWTH OF $1 INVESTED ON JANUARY 1, 1958
                      (VALUES ARE AS OF LAST BUSINESS DAY)

[THE FOLLOWING DATA WAS REPRESENTED AS A
SHADED AREA GRAPH IN THE PRINTED DOCUMENT:]


               Common Stock       Inflation
1958               1.00              1.00
1959               1.12              1.01
1960               1.12              1.03
1961               1.43              1.04
1962               1.30              1.05
1963               1.60              1.07
1964               1.86              1.08
1965               2.10              1.10
1966               1.88              1.14
1967               2.34              1.17
1968               2.59              1.23
1969               2.37              1.30
1970               2.47              1.37
1971               2.82              1.42
1972               3.36              1.47
1973               2.87              1.60
1974               2.11              1.79
1975               2.89              1.92
1976               3.58              2.01
1977               3.32              2.15
1978               3.54              2.34
1979               4.19              2.65
1980               5.55              2.98
1981               5.28              3.25
1982               6.41              3.37
1983               7.86              3.50
1984               8.35              3.64
1985              11.03              3.78
1986              13.07              3.82
1987              13.75              3.99
1988              16.07              4.16
1989              21.13              4.36
1990              20.46              4.62
1991              26.74              4.76
1992              28.75              4.90
1993              31.63              5.04
1994              32.04              5.17
1995              44.03              5.30
1996              54.19              5.48
1997              72.27              5.57
1998              92.93              5.67


[LIGHT SHADED AREA = COMMON STOCK]
[DARK SHADED AREA = INFLATION]

[END OF GRAPHICALLY REPRESENTED DATA]

Source: Ibbotson Associates, Inc. See discussion and information preceding and
following chart on next page.

Over shorter periods of time, however, common stocks tend to be subject to more
dramatic changes in value than fixed-income (debt) securities. Investors who are
nearing retirement age, or who have a need to limit short-term risk, may find it
preferable to allocate a smaller percentage of their account value to those
variable investment options that invest in common stocks. The following graph
illustrates the monthly fluctuations in value of $1 based on monthly returns of
the Standard & Poor's 500 during 1990, a year that represents more typical
volatility than 1998.

<PAGE>
- --------------------------------------------------------------------------------
6
- --------------------------------------------------------------------------------


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


                    GROWTH OF $1 INVESTED ON JANUARY 1, 1990
                      (VALUES ARE AS OF LAST BUSINESS DAY)

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK AND WHITE LINE GRAPH
IN THE PRINTED DOCUMENT:]

                       Intermediate-Term
                          Govt. Bonds               Common Stocks
  1/1/90                      1.00                      1.00
  Jan.                        0.99                      0.93
  Feb.                        0.99                      0.94
  Mar.                        0.99                      0.97
  Apr.                        0.98                      0.95
  May                         1.01                      1.04
  June                        1.02                      1.03
  July                        1.04                      1.03
  Aug.                        1.03                      0.93
  Sep.                        1.04                      0.89
  Oct.                        1.06                      0.89
  Nov.                        1.08                      0.94
  Dec.                        1.10                      0.97

[END OF GRAPHICALLY REPRESENTED DATA]

Source: Ibbotson Associates, Inc. See discussion and information preceding and
following chart on next page.

The following chart illustrates average annual rates of return over selected
time periods between December 31, 1926 and December 31, 1998 for different types
of securities: common stocks, long-term government bonds, long-term corporate
bonds, intermediate-term government bonds and U.S. Treasury Bills. For
comparison purposes, the Consumer Price Index is shown as a measure of
inflation. The average annual returns shown in the chart reflect capital
appreciation and assume the reinvestment of dividends and interest. Investment
management fees or expenses and charges typically associated with deferred
annuity products, are not reflected.

The information presented is merely a summary of past experience for unmanaged
groups of securities and is neither an estimate nor guarantee of future
performance. Any investment in securities, whether equity or debt, involves
varying degrees of potential risk, in addition to offering varying degrees of
potential reward.

- --------------------------------------------------------------------------------
The rates of return illustrated do not represent returns of the variable
investment options. In addition, there is no assurance that the performance of
the variable investment options will correspond to rates of return such as those
illustrated in the chart.
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
                                                                               7
- --------------------------------------------------------------------------------


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


MARKET TRENDS:
ILLUSTRATIVE ANNUAL RATES OF RETURN

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                                 LONG-TERM   INTERMEDIATE-   U.S.
FOR THE FOLLOWING PERIODS                 COMMON   LONG-TERM     CORPORATE   TERM            TREASURY   CONSUMER
ENDING 12/31/98:                          STOCKS   GOVT. BONDS   BONDS       GOVT. BONDS     BILLS      PRICE INDEX
- -------------------------------------------------------------------------------------------------------------------
<S>                                       <C>        <C>           <C>         <C>             <C>        <C>
1 Year                                    28.58%     13.06%        10.76%      10.21%          4.86%      1.80%
3 Years                                   28.27       9.07          8.25        6.84           5.11       2.27
5 Years                                   24.06       9.52          8.74        6.20           4.96       2.41
10 Years                                  19.19      11.66         10.85        8.74           5.29       3.14
20 Years                                  17.75      11.14         10.86        9.85           7.17       4.53
30 Years                                  12.67       9.09          9.14        8.71           6.76       5.24
40 Years                                  12.00       7.20          7.43        7.39           5.94       4.44
50 Years                                  13.56       5.89          6.20        6.21           5.07       3.92
60 Years                                  12.49       5.43          5.62        5.50           4.26       4.19
Since 12/31/26                            11.21       5.29          5.78        5.32           3.78       3.15
Inflation Adjusted Since 1926              7.82       2.08          2.55        2.11           0.62       0.00
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

SOURCE: Ibbotson, Roger G., and Rex A. Sinquefield, Stocks, Bonds, Bills, and
Inflation (SBBI), 1982, updated in Stocks, Bonds, Bills and Inflation 1998
Yearbook(TM), Ibbotson Associates, Inc., Chicago. All rights reserved.

COMMON STOCKS (S&P 500) -- Standard and Poor's Composite Index, an unmanaged
weighted index of the stock performance of 500 industrial, transportation,
utility and financial companies.

LONG-TERM GOVERNMENT BONDS -- Measured using a one-bond portfolio constructed
each year containing a bond with approximately a twenty-year maturity and a
reasonably current coupon.

LONG-TERM CORPORATE BONDS -- For the period 1969-1998, represented by the
Salomon Brothers Long-Term, High-Grade Corporate Bond Index; for the period
1946-1968, the Salomon Brothers Index was backdated using Salomon Brothers
monthly yield data and a methodology similar to that used by Salomon Brothers
for 1969-1998; for the period 1927-1945, the Standard and Poor's monthly
High-Grade Corporate Composite yield data were used, assuming a 4 percent coupon
and a twenty-year maturity.

INTERMEDIATE-TERM GOVERNMENT BONDS -- Measured by a one-bond portfolio
constructed each year containing a bond with approximately a five-year maturity.

U.S. TREASURY BILLS -- Measured by rolling over each month a one-bill portfolio
containing, at the beginning of each month, the bill having the shortest
maturity not less than one month.

INFLATION -- Measured by the Consumer Price Index for all Urban Consumers
(CPI-U), not seasonally adjusted.

<PAGE>
- --------------------------------------------------------------------------------
8
- --------------------------------------------------------------------------------


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


KEY FACTORS IN RETIREMENT PLANNING

INTRODUCTION
The Equitable Accumulator is available to help meet the retirement income and
investment needs of individuals. In assessing these retirement needs, some key
factors need to be addressed: (1) the impact of inflation on fixed retirement
incomes; (2) the importance of planning early for retirement; (3) the benefits
of tax deferral; (4) the selection of an appropriate investment strategy; and
(5) the benefit of receiving annuity payments. Each of these factors is
addressed below.

- --------------------------------------------------------------------------------
Unless otherwise noted, all of the following presentations use an assumed annual
rate of return of 7.5% compounded annually. This rate of return is for
illustrative purposes only and is not intended to represent an expected or
guaranteed rate of return for any investment vehicle.

In addition, unless otherwise noted, none of the illustrations reflect any
charges that may be applied under a particular investment vehicle. Such charges
would effectively reduce the actual return under any type of investment.
- --------------------------------------------------------------------------------

All earnings in these presentations are assumed to accumulate tax deferred
unless otherwise noted. Most programs designed for retirement savings offer tax
deferral. Monies are taxed upon withdrawal and a 10% penalty tax may apply to
premature withdrawals. Certain retirement programs prohibit early withdrawals.
See "Tax information" in the prospectus. Where taxes are taken into
consideration in these presentations, a 28% tax rate is assumed.

The source of the data used by us to compile the charts which appear in this
section (other than charts 1, 2, 3, 4 and 7) is Ibbotson Associates, Inc.,
Chicago, Stocks, Bonds, Bills and Inflation [1998] Yearbook(TM). All rights
reserved.

In reports or other communications or in advertising material, we may make use
of these or other graphic or numerical illustrations that we prepare showing the
impact of inflation, planning early for retirement, tax deferral,
diversification and other concepts important to retirement planning.

INFLATION
Inflation erodes purchasing power. This means that, in an inflationary period,
the dollar is worth less as time passes. Because many people live on a fixed
income during retirement, inflation is of particular concern to them. The charts
that follow illustrate the harmful impact of inflation over an extended period
of time. Between 1968 and 1998, the average annual inflation rate was 5.24%. As
demonstrated in Chart 1, this 5.24% annual rate of inflation would cause the
purchasing power of $35,000 to decrease to only $7,562 after 30 years.

                                     CHART 1

[THE FOLLOWING DATA WAS REPRESENTED AS A
SHADED VERTICAL BAR GRAPH IN THE PRINTED DOCUMENT:]

                        (Income)
Today                   35,000
10 Years                21,002
20 Years                12,602
30 Years                 7,562

[END OF GRAPHICALLY REPRESENTED DATA]

In Chart 2, the impact of inflation is examined from another perspective.
Specifically, the chart illustrates the additional income needed to maintain the
purchasing power of $35,000 over a thirty-year period. Again, the 1968-1998
historical inflation rate of 5.24% is used. In this case, an additional $126,992
would be required to maintain the purchasing power of $35,000 after 30 years.

<PAGE>
- --------------------------------------------------------------------------------
                                                                               9
- --------------------------------------------------------------------------------


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


                                     CHART 2

[THE FOLLOWING DATA WAS REPRESENTED AS A SHADED
VERTICAL BAR GRAPH IN THE PRINTED DOCUMENT:]

                      Annual
                      Income             Increase
                      Needed               Needed
Today                  35,000                   -
10 Years               58,328              23,325
20 Years               97,204              62,204
30 Years              161,992             126,992

[END OF GRAPHICALLY REPRESENTED DATA]

STARTING EARLY
The impact of inflation highlights the need to begin a retirement program early.
The value of starting early is illustrated in the following charts.

As shown in Chart 3, if an individual makes annual contributions of $2,500 to
his or her retirement program beginning at age 30, he or she would accumulate
$414,551 by age 65 under the assumptions described earlier. If that individual
waited until age 50, he or she would only accumulate $70,193 by age 65 under the
same assumptions.

                                     CHART 3

[THE FOLLOWING DATA WAS REPRESENTED AS A SHADED
AREA GRAPH IN THE PRINTED DOCUMENT:]

<TABLE>
<S>       <C>         <C>    <C>         <C>         <C>         <C>          <C>          <C>          <C>
[BLACK:]  Age 50      $0          $0          $0          $0           $0      $15,610      $38,020      $70,193
[WHITE:]  Age 40      $0          $0          $0     $15,610      $38,020      $70,193     $116,381     $182,691
[GRAY:]   Age 30      $0     $15,610     $38,020     $70,193     $116,381     $182,691     $277,886     $414,551
</TABLE>

[END OF GRAPHICALLY REPRESENTED DATA]

In Table 1, the impact of starting early is demonstrated in another format. For
example, if an individual invests $300 monthly, he or she would accumulate
$387,193 in thirty years under our assumptions. In contrast, if that individual
invested the same $300 per month for 15 years, he or she would accumulate only
$97,804 under our assumptions.

                                     TABLE 1

- -----------------------------------------------------------------
  Monthly
  Contri-       Year       Year      Year      Year       Year
   bution        10         15        20        25         30
- -----------------------------------------------------------------
      $ 20   $ 3,532    $ 6,520   $ 10,811  $ 16,970    $ 25,813
- -----------------------------------------------------------------
        50     8,829     16,301     27,027    42,425      64,532
- -----------------------------------------------------------------
       100    17,659     32,601     54,053    84,851     129,064
- -----------------------------------------------------------------
       200    35,317     65,202    108,107   169,701     258,129
- -----------------------------------------------------------------
       300    52,976     97,804    162,160   254,552     387,193
- -----------------------------------------------------------------

<PAGE>
- --------------------------------------------------------------------------------
10
- --------------------------------------------------------------------------------


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

Chart 4 presents an additional way to demonstrate the significant impact of
starting to make contributions to a retirement program earlier rather than
later. It assumes that an individual had a goal to accumulate $250,000 (pre-tax)
by age 65. If he or she starts at age 30, under our assumptions he or she could
reach the goal by making a monthly pre-tax contribution of $129 (equivalent to
$93 after taxes). The total net cost for the 30-year-old in this hypothetical
example would be $39,265. If the individual in this hypothetical example waited
until age 50, he or she would have to make a monthly pre-tax contribution of
$767 (equivalent to $552 after taxes) to attain the goal, illustrating the
importance of starting early.

                                     CHART 4

[THE FOLLOWING DATA WAS REPRESENTED AS A BLACK AND WHITE
VERTICAL BAR GRAPH IN THE PRINTED DOCUMENT:]

                            GOAL: $250,000 BY AGE 65

                                                         Tax Savings
                                                     and Tax-deferred
                                        Net Cost     Earnings at 7.5%
 $93 per month        Age 30           $ 39,265             $ 210,735
$212 per month        Age 40             63,641               186,359
$552 per month        Age 50             99,383               150,617

[END OF GRAPHICALLY REPRESENTED DATA]

TAX DEFERRAL
Contributing to a retirement plan early is part of an effective strategy for
addressing the impact of inflation. Another part of such a strategy is to
carefully select the types of retirement programs in which to invest. In
deciding where to invest retirement contributions, there are three basic types
of programs.

The first type offers the most tax benefits, and therefore is potentially the
most beneficial for accumulating funds for retirement. Contributions are made
with pre-tax dollars or are tax deductible and earnings grow income tax
deferred. An example of this type of program is the deductible traditional IRA.

The second type of program also provides for tax-deferred earnings growth;
however, contributions are made with after-tax dollars. Examples of this type of
program are nondeductible traditional IRAs and non-qualified annuities.

The third approach to retirement savings is fully taxable. Contributions are
made with after-tax dollars and earnings are taxed each year. Examples of this
type of program include certificates of deposit, savings accounts, and taxable
stock, bond or mutual fund investments.

Consider an example. For the type of retirement program that offers both pre-tax
contributions and tax deferral, assume that a $2,000 annual pre-tax contribution
is made for thirty years. In this example, the retirement funds would be
$172,339 after thirty years (assuming a 7.5% rate of return, no withdrawals and
assuming the deduction of the 1.35% Separate Account daily asset charge -- but
no withdrawal charge or other charges under the contract, or trust charges to
portfolios), and such funds would be $222,309 without the effect of any charges.
Assuming a lump sum withdrawal was made in year thirty and a 28% tax bracket,
these amounts would be $124,084 and $160,062, respectively.

For the type of program that offers only tax deferral, assume an after-tax
annual contribution of $1,440 for thirty years and the same rate of return. The
after-tax contribution is derived by taxing the $2,000 pre-tax contribution,
again assuming a 28% tax bracket. In this example, the retirement funds would be
$124,084 after thirty years assuming the deduction of charges and no
withdrawals, and $160,062 without the effect of charges. Assuming a lump sum
withdrawal in year thirty, the total after-tax amount would be $101,436 with
charges deducted and $127,341 without charges as described above.

<PAGE>
- --------------------------------------------------------------------------------
                                                                              11
- --------------------------------------------------------------------------------


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

For the fully taxable investment, assume an after-tax contribution of $1,440 for
thirty years. Earnings are taxed annually. After thirty years, the amount of
this fully taxable investment is $108,046.

Keep in mind that taxable investments have fees and charges, too (investment
advisory fees, administrative charges, 12b-1 fees, sales loads, brokerage
commissions, etc.). We have not attempted to apply these fees and charges to the
fully taxable amounts since this is intended merely as an example of tax
deferral.

Again, it must be emphasized that the assumed rate of return of 7.5% compounded
annually used in these examples is for illustrative purposes only. It is not
intended to represent a guaranteed or expected rate of return on any type of
investment. Moreover, early withdrawals of tax-deferred investments are
generally subject to a 10% penalty tax.

INVESTMENT FOR RETIREMENT
Selecting an appropriate retirement program is clearly an important part of an
effective retirement planning strategy. Carefully choosing among available
investment options is another essential component.

During the 1968-1998 period, common stock average annual returns outperformed
the average annual returns of fixed investments such as long-term government
bonds and Treasury Bills (T-Bills). Common stocks earned an average annual
return of 12.67% over this period, in contrast to 9.09% and 6.76% for the other
two investment categories. Significantly, common stock returns also outpaced
inflation, which grew at 5.24% over this period.

The Equitable Accumulator can be an effective program for diversifying ongoing
investments between various asset categories. In addition, the Equitable
Accumulator offers special features which help address the risk associated with
timing the equity markets, such as dollar cost averaging. By transferring the
same dollar amount each month from the Alliance Money Market option to other
variable investment options, dollar cost averaging attempts to shield your
investment from short-term price fluctuations. This, however, does not assure a
profit or protect against a loss in declining markets.

THE BENEFIT OF ANNUITIZATION
An individual may shift the risk of outliving his or her principal by electing a
lifetime income annuity. See "Choosing your annuity payout options" under
"Accessing your money" in the prospectus. Chart 5 below shows the monthly income
that can be generated under various forms of life annuities, as compared to
receiving level payments of interest only or principal and interest from the
investment. Calculations in the Chart are based on the following assumption: a
$100,000 contribution was made at one of the ages shown, annuity payments begin
immediately, and a 5% annuitization interest rate is used. For purposes of this
example, principal and interest are paid out on a level basis over 15 years. In
the case of the interest-only scenario, the principal is always available and
may be left to other individuals at death. Under the principal and interest
scenario, a portion of the principal will be left at death, assuming the
individual dies within the 15-year period. In contrast, under the life annuity
scenarios, there is no residual amount left.

- ---------------------------------------------------------------------------
                       PRINCIPAL                JOINT AND SURVIVOR*
                       AND                  -------------------------------
            INTEREST   INTEREST             50%        66.67%      100%
            ONLY       FOR         SINGLE   TO         TO          TO
ANNUITANT   FOR LIFE   15 YEARS    LIFE     SURVIVOR   SURVIVOR    SURVIVOR
- ---------------------------------------------------------------------------
Male 65     $401       $785       $  617    $560       $544        $513
Male 70      401        785          685     609        588         549
Male 75      401        785          771     674        646         598
Male 80      401        785          888     760        726         665
Male 85      401        785        1,045     878        834         757

- ----------------------
The numbers are based on 5% interest compounded annually and the 1983 Individual
Annuity Mortality Table "a" projected with modified Scale G. Annuity purchase
rates available at annuitization may vary, depending primarily on the
annuitization interest rate, which may not be less than an annual rate of 2.5%.

* The joint and survivor annuity forms are based on male and female annuitants
  of the same age.

<PAGE>
- --------------------------------------------------------------------------------
12
- --------------------------------------------------------------------------------


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


FINANCIAL STATEMENTS

The consolidated financial statements of Equitable Life included herein should
be considered only as bearing upon the ability of Equitable Life to meet its
obligations under the contracts.

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

INDEX TO FINANCIAL STATEMENTS

Report of Independent Accountants ......................................    FS-2
Financial Statements:
  Statements of Assets and Liabilities, December 31, 1998 ..............    FS-3
  Statements of Operations for the Year Ended December 31, 1998 ........    FS-7
  Statements of Changes in Net Assets for the Years Ended December 31,
    1998 and 1997 ......................................................   FS-10
  Notes to Financial Statements ........................................   FS-15


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Report of Independent Accountants ......................................     F-1
Consolidated Financial Statements:
  Consolidated Balance Sheets, December 31, 1998 and 1997 ..............     F-2
  Consolidated Statements of Earnings, Years Ended December 31, 1998,
     1997 and 1996 .....................................................     F-3
  Consolidated Statements of Shareholder's Equity, Years Ended December
     31, 1998, 1997 and 1996 ...........................................     F-4
  Consolidated Statements of Cash Flows, Years Ended December 31, 1998,
     1997 and 1996 .....................................................     F-5
  Notes to Consolidated Financial Statements ...........................     F-6


                                      FS-1
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
The Equitable Life Assurance Society of the United States
and Contractowners of Separate Account No. 49
of The Equitable Life Assurance Society of the United States

In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of the Alliance Money Market Fund,
Alliance High Yield Fund, Alliance Common Stock Fund, Alliance Aggressive Stock
Fund, Alliance Small Cap Growth Fund, Alliance Global Fund, Alliance Growth
Investors Fund, Alliance Equity Index Fund ("Hudson River Trust funds") and the
BT Equity 500 Index Fund, BT Small Company Index Fund, BT International Equity
Index Fund, EQ/Evergreen Fund, EQ/Evergreen Foundation Fund, JPM Core Bond Fund,
Lazard Large Cap Value Fund, Lazard Small Cap Value Fund, Merrill Lynch Basic
Value Equity Fund, Merrill Lynch World Strategy Fund, MFS Research Fund, MFS
Emerging Growth Companies Fund, MFS Growth With Income Fund, Morgan Stanley
Emerging Markets Equity Fund, EQ/Putnam Growth & Income Value Fund, EQ/Putnam
Investors Growth Fund and EQ/Putnam International Equity Fund ("EQ Advisors
Trust funds"), separate investment funds of The Equitable Life Assurance Society
of the United States ("Equitable Life") Separate Account No. 49 at December 31,
1998 and the results of each of their operations and changes in each of their
net assets for the periods indicated, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
Equitable Life's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of shares owned in The Hudson River Trust and in The EQ Advisors
Trust at December 31, 1998 with the transfer agent, provide a reasonable basis
for the opinion expressed above.


PricewaterhouseCoopers LLP
New York, New York
February 8, 1999


                                      FS-2
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                ALLIANCE                     ALLIANCE        ALLIANCE      ALLIANCE
                                                 MONEY        ALLIANCE        COMMON        AGGRESSIVE     SMALL CAP      ALLIANCE
                                                 MARKET         HIGH          STOCK           STOCK         GROWTH         GLOBAL
                                                  FUND        YIELD FUND      FUND            FUND           FUND           FUND
                                               ------------  ------------  ------------   ------------   ------------   ------------
<S>                                            <C>           <C>           <C>            <C>            <C>            <C>
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $225,580,555 ......................   $224,505,500
          168,101,566 ......................                 $143,068,233
          406,761,148 ......................                               $430,175,252
           91,972,683 ......................                                              $ 85,021,814
           78,319,196 ......................                                                             $ 75,812,281
           12,469,240 ......................                                                                            $ 14,015,688
Receivable for Trust shares sold ...........             --            --            --             --             --             --
Receivable for policy-related transactions .      4,332,935       383,395     2,667,305        424,488        367,423             --
                                               ------------  ------------  ------------   ------------   ------------   ------------
Total Assets ...............................    228,838,435   143,451,628   432,842,557     85,446,302     76,179,704     14,015,688
                                               ------------  ------------  ------------   ------------   ------------   ------------
LIABILITIES
Payable for policy-related transactions ....             --            --            --             --             --          2,491
Payable for Trust shares purchased .........      4,330,788       398,221     2,690,644        431,647        377,229            225
Amount retained by Equitable Life in
   Separate Account No. 49 (Note 5) ........         56,711        12,131        29,663         19,328         14,543         13,884
                                               ------------  ------------  ------------   ------------   ------------   ------------
Total Liabilities ..........................      4,387,499       410,352     2,720,307        450,975        391,772         16,600
                                               ------------  ------------  ------------   ------------   ------------   ------------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ..   $224,450,936  $143,041,276  $430,122,250   $ 84,995,327   $ 75,787,932   $ 13,999,088
                                               ============  ============  ============   ============   ============   ============
</TABLE>

- ----------
See Notes to Financial Statements.


                                      FS-3
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                 ALLIANCE      ALLIANCE                                      BT
                                                  GROWTH        EQUITY                       BT SMALL    INTERNATIONAL     EQ/
                                                INVESTORS       INDEX       BT EQUITY 500    COMPANY     EQUITY INDEX    EVERGREEN
                                                  FUND          FUND         INDEX FUND     INDEX FUND       FUND         FUND(a)
                                               -----------   ------------   ------------   -----------   ------------   ------------
<S>                                            <C>              <C>         <C>            <C>           <C>            <C>
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $ 17,737,959 ......................   $19,586,712
                5,140 ......................                    $7,810
          148,924,562 ......................                                $164,809,643
           28,054,963 ......................                                               $27,509,854
           38,187,791 ......................                                                             $ 42,725,945
                1,000 ......................                                                                            $      1,000
Receivable for Trust shares sold ...........            --          --                --            --             --             --
Receivable for policy-related transactions .            --          --         1,922,002       140,715        204,947             --
                                               -----------      ------      ------------   -----------   ------------   ------------
Total Assets ...............................    19,586,712       7,810       166,731,645    27,650,569     42,930,892          1,000
                                               -----------      ------      ------------   -----------   ------------   ------------
LIABILITIES
Payable for policy-related transactions ....         3,786          --             --            --             --             --
Payable for Trust shares purchased .........           225          --         1,922,001       140,715        204,947             --
Amount retained by Equitable Life in
   Separate Account No. 49 (Note 5) ........        21,482       7,810           451,887     9,795,374     18,049,105          1,000
                                               -----------      ------      ------------   -----------   ------------   ------------
Total Liabilities ..........................        25,493       7,810         2,373,888     9,936,089     18,254,052          1,000
                                               -----------      ------      ------------   -----------   ------------   ------------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS ..   $19,561,219          --      $164,357,757   $17,714,480   $ 24,676,840             --
                                               ===========      ======      ============   ===========   ============   ============
</TABLE>

- ----------
See Notes to Financial Statements.
(a) December 31, 1998 initial capital was received.


                                      FS-4
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                                                           MERRILL
                                                EQ/                                            MERRILL      LYNCH
                                             EVERGREEN                LAZARD       LAZARD    LYNCH BASIC    WORLD         MFS
                                            FOUNDATION   JPM CORE    LARGE CAP    SMALL CAP  VALUE EQUITY  STRATEGY     RESEARCH
                                              FUND(a)   BOND FUND   VALUE FUND   VALUE FUND      FUND        FUND         FUND
                                              ------  ------------  -----------  -----------  -----------  ----------  ------------
<S>                                           <C>     <C>           <C>          <C>          <C>          <C>         <C>
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $      1,000 .....................   $1,000
          103,171,703 .....................           $103,323,470
           68,051,738 .....................                         $74,639,434
           52,206,882 .....................                                      $50,968,336
           56,285,600 .....................                                                   $56,061,240
            7,720,878 .....................                                                                $7,859,687
          192,883,837 .....................                                                                            $220,852,728
Receivable for Trust shares sold ..........       --            --           --           --           --      79,629            --
Receivable for policy-related transactions.       --     1,017,157      571,212      229,801      255,851          --     1,280,613
                                              ------  ------------  -----------  -----------  -----------  ----------  ------------
Total Assets ..............................    1,000   104,340,627   75,210,646   51,198,137   56,317,091   7,939,316   222,133,341
                                              ------  ------------  -----------  -----------  -----------  ----------  ------------
LIABILITIES
Payable for policy-related transactions ...       --            --           --           --           --      79,629            --
Payable for Trust shares purchased ........       --     1,007,157      571,212      229,801      259,993          --     1,284,748
Amount retained by Equitable Life in
   Separate Account No. 49 (Note 5) .......    1,000     5,064,229    3,198,959    4,194,228       37,340      17,784        84,931
                                              ------  ------------  -----------  -----------  -----------  ----------  ------------

Total Liabilities .........................    1,000     6,071,386    3,770,171    4,424,029      297,333      97,413     1,369,679
                                              ------  ------------  -----------  -----------  -----------  ----------  ------------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS..       --  $ 98,269,241  $71,440,475  $46,774,108  $56,019,758  $7,841,903  $220,763,662
                                              ======  ============  ===========  ===========  ===========  ==========  ============
</TABLE>

- ----------
See Notes to Financial Statements.
(a) December 31, 1998 initial capital was received.


                                      FS-5
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)
DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                 MFS                       MORGAN
                                               EMERGING       MFS         STANLEY        EQ/PUTNAM
                                                GROWTH       GROWTH       EMERGING        GROWTH &     EQ/PUTNAM      EQ/PUTNAM
                                              COMPANIES    WITH INCOME     MARKETS      INCOME VALUE   INVESTORS     INTERNATIONAL
                                                 FUND        FUND(a)    EQUITY FUND       FUND       GROWTH FUND     EQUITY FUND
                                             ------------  ------------  ------------   -----------   ------------   ------------
<S>                                          <C>            <C>         <C>            <C>            <C>            <C>
ASSETS
Investments in shares of the Trusts --
   at market value (Note 1)
   Cost: $125,337,823 ....................   $152,938,200
                1,000 ....................                  $1,000
           11,094,471 ....................                              $ 11,598,378
          306,939,965 ....................                                             $327,783,967
          144,081,047 ....................                                                            $174,979,286
          130,785,497 ....................                                                                           $143,712,431
Receivable for Trust shares sold .........             --       --                --             --             --             --
Receivable for policy-related
   transactions ..........................        462,302       --            93,637      1,246,390      1,644,116        419,401
                                             ------------   ------      ------------   ------------   ------------   ------------
Total Assets .............................    153,400,502    1,000        11,692,015    329,030,357    176,623,402    144,131,832
                                             ------------   ------      ------------   ------------   ------------   ------------
LIABILITIES
Payable for policy-related transactions ..             --       --                --             --             --             --
Payable for Trust shares purchased .......        466,138       --            92,621      1,250,224      1,648,214        453,401
Amount retained by Equitable Life in
   Separate Account No. 49 (Note 5) ......         99,138    1,000            26,825        145,459        335,744        108,935
                                             ------------   ------      ------------   ------------   ------------   ------------
Total Liabilities ........................        565,276    1,000           119,446      1,395,683      1,983,958        562,336
                                             ------------   ------      ------------   ------------   ------------   ------------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS.   $152,835,226       --      $ 11,572,569   $327,634,674   $174,639,444   $143,569,496
                                             ============   ======      ============   ============   ============   ============
</TABLE>

- ----------
See Notes to Financial Statements.
(a) December 31, 1998 initial capital was received.


                                      FS-6
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                          ALLIANCE                      ALLIANCE        ALLIANCE
                                                                           MONEY         ALLIANCE        COMMON        AGGRESSIVE
                                                                           MARKET         HIGH            STOCK          STOCK
                                                                            FUND        YIELD FUND        FUND            FUND
                                                                        -----------    ------------    ------------    -----------
<S>                                                                     <C>            <C>             <C>            <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts .....................................   $ 6,709,792    $ 11,775,522    $   952,116    $   275,359
   Expenses (Note 3):
      Asset-based charges ...........................................     1,118,065       1,381,303      3,268,314        855,772
                                                                        -----------    ------------    -----------    -----------
NET INVESTMENT INCOME (LOSS) ........................................     5,591,727      10,394,219     (2,316,198)      (580,413)
                                                                        -----------    ------------    -----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments ..............................       303,090        (258,448)       277,445       (105,214)
   Realized gain distribution from the Trusts .......................         5,637       2,718,464     49,605,206      3,824,065
                                                                        -----------    ------------    -----------    -----------
NET REALIZED GAIN (LOSS) ............................................       308,727       2,460,016     49,882,651      3,718,851
                                                                        -----------    ------------    -----------    -----------
   Unrealized appreciation (depreciation) on investments:
      Beginning of period ...........................................      (404,121)     (1,398,277)     4,116,666     (2,440,983)
      End of period .................................................    (1,075,056)    (25,033,332)    23,414,104     (6,950,869)
                                                                        -----------    ------------    -----------    -----------
   Change in unrealized appreciation (depreciation) during
      the period ....................................................      (670,935)    (23,635,055)    19,297,438     (4,509,886)
                                                                        -----------    ------------    -----------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS ..............      (362,208)    (21,175,039)    69,180,089       (791,035)
                                                                        -----------    ------------    -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .....   $ 5,229,519    $(10,780,820)   $66,863,891    $(1,371,448)
                                                                        ===========    ============    ===========    ===========

<CAPTION>
                                                                          ALLIANCE                        ALLIANCE
                                                                           SMALL         ALLIANCE          GROWTH
                                                                            CAP           GLOBAL          INVESTORS
                                                                         GROWTH FUND       FUND             FUND
                                                                        ------------    ------------    ------------
<S>                                                                     <C>              <C>              <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts .....................................   $        --      $  136,475       $  338,347
   Expenses (Note 3):
      Asset-based charges ...........................................       717,685         160,655          224,047
                                                                        -----------      ----------       ----------
NET INVESTMENT INCOME (LOSS) ........................................      (717,685)        (24,180)         114,300
                                                                        -----------      ----------       ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments ..............................         9,425         224,358          342,546
   Realized gain distribution from the Trusts .......................            --         892,450        1,579,446
                                                                        -----------      ----------       ----------
NET REALIZED GAIN (LOSS) ............................................         9,425       1,116,808        1,921,992
                                                                        -----------      ----------       ----------
   Unrealized appreciation (depreciation) on investments:
      Beginning of period ...........................................      (532,878)        221,064          906,877
      End of period .................................................    (2,506,915)      1,546,448        1,848,754
                                                                        -----------      ----------       ----------
   Change in unrealized appreciation (depreciation) during
      the period ....................................................    (1,974,037)      1,325,384          941,877
                                                                        -----------      ----------       ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS ..............    (1,964,612)      2,442,192        2,863,869
                                                                        -----------      ----------       ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .....   $(2,682,297)     $2,418,012       $2,978,169
                                                                        ===========      ==========       ==========
</TABLE>

- ----------
See Notes to Financial Statements.


                                      FS-7
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                                                      BT SMALL     BT INTER-
                                                                          ALLIANCE                    COMPANY      NATIONAL
                                                                       EQUITY INDEX    BT EQUITY 500  INDEX      EQUITY INDEX
                                                                           FUND         INDEX FUND     FUND          FUND
                                                                       ------------    -----------   ---------    ----------
<S>                                                                     <C>            <C>           <C>          <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts .....................................   $   63         $   768,510   $ 188,913    $  536,259
   Expenses (Note 3):
      Asset-based charges ...........................................       --             738,411      86,164       122,054
                                                                        ------         -----------   ---------    ----------

NET INVESTMENT INCOME (LOSS) ........................................       63              30,099     102,749       414,205
                                                                        ------         -----------   ---------    ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments ..............................       --             579,907    (196,585)     (487,255)
   Realized gain distribution from the Trusts .......................        2                  --     359,171            --
                                                                        ------         -----------   ---------    ----------

NET REALIZED GAIN (LOSS) ............................................        2             579,907     162,586      (487,255)
                                                                        ------         -----------   ---------    ----------
   Unrealized appreciation (depreciation) on investments:
      Beginning of period ...........................................    1,039                  --          --            --
      End of period .................................................    2,670          15,885,081    (545,108)    4,538,154
                                                                        ------         -----------   ---------    ----------
   Change in unrealized appreciation (depreciation) during
      the period ....................................................    1,631          15,885,081    (545,108)    4,538,154
                                                                        ------         -----------   ---------    ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS ..............    1,633          16,464,988    (382,522)    4,050,899
                                                                        ------         -----------   ---------    ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .....   $1,696         $16,495,087   $(279,773)   $4,465,104
                                                                        ======         ===========   =========    ==========

<CAPTION>
                                                                                          LAZARD         LAZARD
                                                                          JPM CORE       LARGE CAP      SMALL CAP
                                                                            BOND           VALUE          VALUE
                                                                            FUND           FUND           FUND
                                                                        -----------    -----------    -----------
<S>                                                                     <C>            <C>            <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts .....................................   $ 1,942,258    $   355,224    $   135,255
   Expenses (Note 3):
      Asset-based charges ...........................................       428,389        332,634        248,380
                                                                        -----------    -----------    -----------
NET INVESTMENT INCOME (LOSS) ........................................     1,513,869         22,590       (113,125)
                                                                        -----------    -----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments ..............................        (6,592)      (156,900)      (707,142)
   Realized gain distribution from the Trusts .......................     1,048,914             --             --
                                                                        -----------    -----------    -----------
NET REALIZED GAIN (LOSS) ............................................     1,042,322       (156,900)      (707,142)
                                                                        -----------    -----------    -----------
   Unrealized appreciation (depreciation) on investments:
      Beginning of period ...........................................            --             --             --
      End of period .................................................       151,767      6,587,696     (1,238,546)
                                                                        -----------    -----------    -----------
   Change in unrealized appreciation (depreciation) during
      the period ....................................................       151,767      6,587,696     (1,238,546)
                                                                        -----------    -----------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS ..............     1,194,089      6,430,796     (1,945,688)
                                                                        -----------    -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .....   $ 2,707,958    $ 6,453,386    $(2,058,813)
                                                                        ===========    ===========    ===========
</TABLE>

- ----------
See Notes to Financial Statements.


                                      FS-8
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF OPERATIONS (CONCLUDED)
FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                           MERRILL         MERRILL                          MFS
                                                                            LYNCH           LYNCH                        EMERGING
                                                                            BASIC           WORLD          MFS            GROWTH
                                                                        VALUE EQUITY      STRATEGY       RESEARCH        COMPANIES
                                                                            FUND            FUND           FUND             FUND
                                                                        ------------    ------------    ------------    ------------
<S>                                                                     <C>              <C>             <C>            <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts .....................................   $  523,399       $  56,946       $   553,891    $     2,768
   Expenses (Note 3):
      Asset-based charges ...........................................      433,649          73,191         1,646,014      1,102,263
                                                                        ----------       ---------       -----------    -----------
NET INVESTMENT INCOME (LOSS) ........................................       89,750         (16,245)       (1,092,123)    (1,099,495)
                                                                        ----------       ---------       -----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments ..............................     (125,370)        (47,109)           28,858        305,790
   Realized gain distribution from the Trusts .......................    1,814,918              --                --             --
                                                                        ----------       ---------       -----------    -----------
NET REALIZED GAIN (LOSS) ............................................    1,689,548         (47,109)           28,858        305,790
                                                                        ----------       ---------       -----------    -----------
   Unrealized appreciation (depreciation) on investments:
      Beginning of period ...........................................     (304,932)       (116,763)            6,734       (858,314)
      End of period .................................................     (224,361)        138,809        27,968,891     27,600,377
                                                                        ----------       ---------       -----------    -----------
   Change in unrealized appreciation (depreciation) during
      the period ....................................................       80,571         255,572        27,962,157     28,458,691
                                                                        ----------       ---------       -----------    -----------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS ..............    1,770,119         208,463        27,991,015     28,764,481
                                                                        ----------       ---------       -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .....   $1,859,869       $ 192,218       $26,898,892    $27,664,986
                                                                        ==========       =========       ===========    ===========
<CAPTION>
                                                                          MORGAN
                                                                          STANLEY         EQ/PUTNAM                         EQ/
                                                                         EMERGING          GROWTH &        EQ/PUTNAM      PUTNAM
                                                                          MARKETS          INCOME          INVESTORS   INTERNATIONAL
                                                                           EQUITY          VALUE            GROWTH        EQUITY
                                                                            FUND            FUND             FUND           FUND
                                                                        -----------      -----------     -----------   -----------
<S>                                                                     <C>              <C>             <C>            <C>
INCOME AND EXPENSES:
   Investment Income (Note 2):
      Dividends from the Trusts .....................................   $    38,906      $ 2,771,619     $   111,391    $    42,947
   Expenses (Note 3):
      Asset-based charges ...........................................        74,659        2,560,202       1,074,066      1,173,602
                                                                        -----------      -----------     -----------    -----------
NET INVESTMENT INCOME (LOSS) ........................................       (35,753)         211,417        (962,675)    (1,130,655)
                                                                        -----------      -----------     -----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments ..............................    (2,128,521)         303,706       2,190,787      1,085,258
   Realized gain distribution from the Trusts .......................            --        2,503,287               2             --
                                                                        -----------      -----------     -----------    -----------
NET REALIZED GAIN (LOSS) ............................................    (2,128,521)       2,806,993       2,190,789      1,085,258
                                                                        -----------      -----------     -----------    -----------
   Unrealized appreciation (depreciation) on investments:
      Beginning of period ...........................................            --        1,251,440       2,286,852       (355,156)
      End of period .................................................       503,907       20,844,002      30,898,239     12,926,933
                                                                        -----------      -----------     -----------    -----------
   Change in unrealized appreciation (depreciation) during
      the period ....................................................       503,907       19,592,562      28,611,387     13,282,089
                                                                        -----------      -----------     -----------    -----------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS ..............    (1,624,614)      22,399,555      30,802,176     14,367,347
                                                                        -----------      -----------     -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .....   $(1,660,367)     $22,610,972     $29,839,501    $13,236,692
                                                                        ===========      ===========     ===========    ===========
</TABLE>
- ----------
See Notes to Financial Statements.


                                      FS-9
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE  YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                          ALLIANCE MONEY                ALLIANCE HIGH
                                                                           MARKET FUND                   YIELD FUND
                                                                 ----------------------------    ---------------------------
                                                                     1998            1997           1998            1997
                                                                 -------------    -----------    ------------    -----------
<S>                                                              <C>             <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss) ..............................   $  5,591,727    $  1,422,874    $ 10,394,219    $ 1,935,418
   Net realized gain (loss) ..................................        308,727          30,245       2,460,016      1,930,121
   Change in unrealized appreciation (depreciation) of
      investments ............................................       (670,935)       (374,038)    (23,635,055)    (1,368,712)
                                                                 ------------    ------------    ------------    -----------
   Net increase (decrease) in net assets from
      operations .............................................      5,229,519       1,079,081     (10,780,820)     2,496,827
                                                                 ------------    ------------    ------------    -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions ..........................................    308,003,451     104,148,675     101,309,392     42,971,395
      Transfers from other Funds and Guaranteed Interest
         Rate Account (Note 1) ...............................    117,047,248      11,039,704      28,971,750      6,495,053
                                                                 ------------    ------------    ------------    -----------
         Total ...............................................    425,050,699     115,188,379     130,281,142     49,466,448
                                                                 ------------    ------------    ------------    -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions ....................      7,436,997         670,360       3,457,632        327,004
   Withdrawal and administrative charges .....................        104,554          93,894         173,986        117,245
   Transfers to other Funds and Guaranteed Interest
      Rate Account (Note 1) ..................................    265,941,784      50,981,067      23,920,120      1,028,028
                                                                 ------------    ------------    ------------    -----------
      Total ..................................................    273,483,335      51,745,321      27,551,738      1,472,277
                                                                 ------------    ------------    ------------    -----------
   Net increase in net assets from Contractowners
      transactions ...........................................    151,567,364      63,443,058     102,729,404     47,994,171
                                                                 ------------    ------------    ------------    -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5) ........          3,172          (2,952)         (2,579)       (28,875)
                                                                 ------------    ------------    ------------    -----------
   INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS ............................................    156,800,055      64,519,187      91,946,005     50,462,123

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, BEGINNING
   OF PERIOD .................................................     67,650,881       3,131,694      51,095,271        633,148
                                                                 ------------    ------------    ------------    -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, END OF
   PERIOD ....................................................   $224,450,936    $ 67,650,881    $143,041,276    $51,095,271
                                                                 ============    ============    ============    ===========

<CAPTION>
                                                                       ALLIANCE COMMON               ALLIANCE AGGRESSIVE
                                                                          STOCK FUND                      STOCK FUND
                                                                 ----------------------------    ---------------------------
                                                                      1998           1997           1998           1997
                                                                 -------------   ------------    -----------    ------------
<S>                                                              <C>             <C>             <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss) ..............................   $ (2,316,198)   $   (480,576)   $  (580,413)   $  (277,123)
   Net realized gain (loss) ..................................     49,882,651       9,497,894      3,718,851      3,898,956
   Change in unrealized appreciation (depreciation) of
      investments ............................................     19,297,438       4,187,658     (4,509,886)    (2,412,173)
                                                                 ------------    ------------    -----------    -----------
   Net increase (decrease) in net assets from
      operations .............................................     66,863,891      13,204,976     (1,371,448)     1,209,660
                                                                 ------------    ------------    -----------    -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions ..........................................    225,245,017     107,212,947     41,444,328     42,250,282
      Transfers from other Funds and Guaranteed Interest
         Rate Account (Note 1) ...............................     43,818,466      11,247,312      9,547,092      6,703,750
                                                                 ------------    ------------    -----------    -----------
         Total ...............................................    269,063,483     118,460,259     50,991,420     48,954,032
                                                                 ------------    ------------    -----------    -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions ....................      9,862,986         744,150      1,928,655        534,703
   Withdrawal and administrative charges .....................        438,917         428,790        148,718        190,057
   Transfers to other Funds and Guaranteed Interest
      Rate Account (Note 1) ..................................     22,819,554       4,156,366      9,292,218      3,266,536
                                                                 ------------    ------------    -----------    -----------
      Total ..................................................     33,121,457       5,329,306     11,369,591      3,991,296
                                                                 ------------    ------------    -----------    -----------
   Net increase in net assets from Contractowners
      transactions ...........................................    235,942,026     113,130,953     39,621,829     44,962,736
                                                                 ------------    ------------    -----------    -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5) ........       (207,816)           (431)         3,308          8,081
                                                                 ------------    ------------    -----------    -----------
   INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS ............................................    302,598,101     126,335,498     38,253,689     46,180,477

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, BEGINNING
   OF PERIOD .................................................    127,524,149       1,188,651     46,741,638        561,161
                                                                 ------------    ------------    -----------    -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, END OF
   PERIOD ....................................................   $430,122,250    $127,524,149    $84,995,327    $46,741,638
                                                                 ============    ============    ===========    ===========
</TABLE>

- ----------
See Notes to Financial Statements.


                                     FS-10
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                         ALLIANCE SMALL CAP
                                                                           GROWTH FUND(a)                 ALLIANCE GLOBAL FUND
                                                                    -----------------------------      ----------------------------
                                                                       1998              1997             1998              1997
                                                                    -----------       -----------      -----------      -----------
<S>                                                                 <C>               <C>              <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss) ..............................      $  (717,685)      $  (103,753)     $   (24,180)     $    94,464
   Net realized gain (loss) ..................................            9,425           761,781        1,116,808          986,714
   Change in unrealized appreciation (depreciation)
      of investments .........................................       (1,974,037)         (532,878)       1,325,384          224,896
                                                                    -----------       -----------      -----------      -----------
   Net increase (decrease) in net assets from operations .....       (2,682,297)          125,150        2,418,012        1,306,074
                                                                    -----------       -----------      -----------      -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions ..........................................       43,397,274        30,538,328          416,404       11,035,782

      Transfers from other Funds and Guaranteed
         Interest Rate Account (Note 1) ......................       12,800,367         2,845,702          712,308        2,538,990
                                                                    -----------       -----------      -----------      -----------
         Total ...............................................       56,197,641        33,384,030        1,128,712       13,574,772
                                                                    -----------       -----------      -----------      -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions ....................        1,391,608            77,516          507,389          303,394
   Withdrawal and administrative charges .....................           86,076            30,958           47,663          121,147
   Transfers to other Funds and Guaranteed Interest Rate
      Account (Note 1) .......................................        8,974,764           672,314        1,808,151        1,825,805
                                                                    -----------       -----------      -----------      -----------
      Total ..................................................       10,452,448           780,788        2,363,203        2,250,346
                                                                    -----------       -----------      -----------      -----------

   Net increase in net assets from Contractowners
      transactions ...........................................       45,745,193        32,603,242       (1,234,491)      11,324,426
                                                                    -----------       -----------      -----------      -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT NO.49
   (NOTE 5) ..................................................            2,485            (5,841)         (24,608)         (27,562)
                                                                    -----------       -----------      -----------      -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS ............................................       43,065,381        32,722,551        1,158,913       12,602,938

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, BEGINNING
   OF PERIOD .................................................       32,722,551                --       12,840,175          237,237
                                                                    -----------       -----------      -----------      -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   END OF PERIOD .............................................      $75,787,932       $32,722,551      $13,999,088      $12,840,175
                                                                    ===========       ===========      ===========      ===========

<CAPTION>
                                                                          ALLIANCE GROWTH                  ALLIANCE EQUITY
                                                                          INVESTORS FUND                    INDEX FUND(a)
                                                                    -----------------------------       ---------------------
                                                                       1998              1997            1998           1997
                                                                    -----------       -----------       -------       -------
<S>                                                                 <C>               <C>               <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss) ..............................      $   114,300       $   192,366       $    63       $    52
   Net realized gain (loss) ..................................        1,921,992         1,119,576             2            23
   Change in unrealized appreciation (depreciation)
      of investments .........................................          941,877           912,616         1,631         1,039
                                                                    -----------       -----------       -------       -------
   Net increase (decrease) in net assets from operations .....        2,978,169         2,224,558         1,696         1,114
                                                                    -----------       -----------       -------       -------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions ..........................................          979,342        14,900,369            --            --

      Transfers from other Funds and Guaranteed
         Interest Rate Account (Note 1) ......................          861,920         2,566,982            --            --
                                                                    -----------       -----------       -------       -------
         Total ...............................................        1,841,262        17,467,351            --            --
                                                                    -----------       -----------       -------       -------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions ....................          692,359           160,368            --            --
   Withdrawal and administrative charges .....................           62,534            87,200            --            --
   Transfers to other Funds and Guaranteed Interest Rate
      Account (Note 1) .......................................        2,475,681         1,833,943            --            --
                                                                    -----------       -----------       -------       -------
      Total ..................................................        3,230,574         2,081,511            --            --
                                                                    -----------       -----------       -------       -------


   Net increase in net assets from Contractowners
      transactions ...........................................       (1,389,312)       15,385,840            --            --
                                                                    -----------       -----------       -------       -------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT NO.49
   (NOTE 5) ..................................................          (27,724)          (29,804)       (1,696)       (1,114)
                                                                    -----------       -----------       -------       -------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS ............................................        1,561,133        17,500,594            --            --

NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, BEGINNING
   OF PERIOD .................................................       18,000,086           419,492            --            --
                                                                    -----------       -----------       -------       -------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   END OF PERIOD .............................................      $19,561,219       $18,000,086            --            --
                                                                    ===========       ===========       =======       =======
</TABLE>

- ----------
(a) Commenced operations on May 1, 1997.
See Notes to Financial Statements.


                                     FS-11
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                                      BT SMALL          BT
                                                                                      COMPANY      INTERNATIONAL
                                                                    BT EQUITY 500      INDEX       EQUITY INDEX
                                                                    INDEX FUND(a)      FUND(a)        FUND(a)
                                                                    -------------    ------------  -------------
                                                                       1998             1998           1998
                                                                    -------------    ------------  -------------
<S>                                                                  <C>             <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss) ..................................   $     30,099    $   102,749    $   414,205
   Net realized gain (loss) ......................................        579,907        162,586       (487,255)
   Change in unrealized appreciation (depreciation) of
      investments ................................................     15,885,081       (545,108)     4,538,154
                                                                     ------------    -----------    -----------
   Net increase (decrease) in net assets from operations .........     16,495,087       (279,773)     4,465,104
                                                                     ------------    -----------    -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions ..............................................    137,742,388     15,585,722     20,850,190
      Transfers from other Funds and Guaranteed Interest Rate
         Account (Note 1) ........................................     28,395,723      4,179,014     16,741,163
                                                                     ------------    -----------    -----------
         Total ...................................................    166,138,111     19,764,736     37,591,353
                                                                     ------------    -----------    -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions ........................      1,738,442        120,912        219,542
   Withdrawal and administrative charges .........................         14,899          1,784          2,627
   Transfers to other Funds and Guaranteed Interest Rate
      Account (Note 1) ...........................................     15,478,264      1,873,434     14,133,716
                                                                     ------------    -----------    -----------
      Total ......................................................     17,231,605      1,996,130     14,355,885
                                                                     ------------    -----------    -----------
   Net increase in net assets from Contractowners transactions ...    148,906,506     17,768,606     23,235,468
                                                                     ------------    -----------    -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT NO. 49 (NOTE 5) ...........................     (1,043,836)       225,647     (3,023,732)
                                                                     ------------    -----------    -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS ................................................    164,357,757     17,714,480     24,676,840
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, BEGINNING OF
    PERIOD .......................................................             --             --             --
                                                                     ------------    -----------    -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, END OF PERIOD .........   $164,357,757    $17,714,480    $24,676,840
                                                                     ============    ===========    ===========

<CAPTION>
                                                                                       LAZARD           LAZARD
                                                                       JPM CORE       LARGE CAP        SMALL CAP
                                                                         BOND           VALUE            VALUE
                                                                        FUND(a)         FUND(a)          FUND(a)
                                                                     ------------    -----------    -----------
                                                                         1998           1998            1998
                                                                     ------------    -----------    -----------
<S>                                                                  <C>             <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss) ..................................   $  1,513,869    $    22,590    $  (113,125)
   Net realized gain (loss) ......................................      1,042,322       (156,900)      (707,142)
   Change in unrealized appreciation (depreciation) of
      investments ................................................        151,767      6,587,696     (1,238,546)
                                                                     ------------    -----------    -----------
   Net increase (decrease) in net assets from operations .........      2,707,958      6,453,386     (2,058,813)
                                                                     ------------    -----------    -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions ..............................................     73,102,741     60,150,648     44,673,767
      Transfers from other Funds and Guaranteed Interest Rate
         Account (Note 1) ........................................     37,948,208      9,859,740      8,257,562
                                                                     ------------    -----------    -----------
         Total ...................................................    111,050,949     70,010,388     52,931,329
                                                                     ------------    -----------    -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions ........................      1,038,633        586,925        436,736
   Withdrawal and administrative charges .........................         18,447          5,537          5,989
   Transfers to other Funds and Guaranteed Interest Rate
      Account (Note 1) ...........................................     13,947,945      3,799,798      4,021,584
                                                                     ------------    -----------    -----------
      Total ......................................................     15,005,025      4,392,260      4,464,309
                                                                     ------------    -----------    -----------
   Net increase in net assets from Contractowners transactions ...     96,045,924     65,618,128     48,467,020
                                                                     ------------    -----------    -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT NO. 49 (NOTE 5) ...........................       (484,641)      (631,039)       365,901
                                                                     ------------    -----------    -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS ................................................     98,269,241     71,440,475     46,774,108
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, BEGINNING OF
    PERIOD .......................................................             --             --             --
                                                                     ------------    -----------    -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, END OF PERIOD .........   $ 98,269,241    $71,440,475    $46,774,108
                                                                     ============    ===========    ===========
</TABLE>

- ----------
(a) Commenced operations on January 1, 1998.
 See Notes to Financial Statements.


                                     FS-12
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                   MERRILL LYNCH
                                                                    BASIC VALUE              MERRILL LYNCH
                                                                      EQUITY                 WORLD STRATEGY
                                                                     FUND(a)                  FUND(a)
                                                           --------------------------    ------------------------
                                                              1998           1997           1998         1997
                                                           -----------    -----------    ----------    ----------
<S>                                                        <C>            <C>            <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss) ........................   $    89,750    $    41,169    $  (16,245)   $    7,480
   Net realized gain (loss) ............................     1,689,548         62,644       (47,109)       31,803
   Change in unrealized appreciation (depreciation)
      of investments ...................................        80,571       (304,932)      255,572      (116,763)
                                                           -----------    -----------    ----------    ----------
   Net increase (decrease) in net assets from
      operations .......................................     1,859,869       (201,119)      192,218       (77,480)
                                                           -----------    -----------    ----------    ----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions ....................................    38,734,895     13,505,624     4,563,199     3,230,838
      Transfers from other Funds and Guaranteed Interest
         Rate Account (Note 1) .........................     4,663,103        416,478       710,326        74,498
                                                           -----------    -----------    ----------    ----------
         Total .........................................    43,397,998     13,922,102     5,273,525     3,305,336
                                                           -----------    -----------    ----------    ----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions ..............       524,761          1,398       157,552           583
   Withdrawal and administrative charges ...............        54,926         11,188        10,898         3,955
   Transfers to other Funds and Guaranteed Interest
      Rate Account (Note 1) ............................     2,334,323          7,058       627,786        44,263
                                                           -----------    -----------    ----------    ----------
      Total ............................................     2,914,010         19,644       796,236        48,801
                                                           -----------    -----------    ----------    ----------
   Net increase in net assets from Contractowners
      transactions .....................................    40,483,988     13,902,458     4,477,289     3,256,535
                                                           -----------    -----------    ----------    ----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5) ..       (25,519)            81        (6,676)           17
                                                           -----------    -----------    ----------    ----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS ......................................    42,318,338     13,701,420     4,662,831     3,179,072
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   BEGINNING OF PERIOD .................................    13,701,420             --     3,179,072            --
                                                           -----------    -----------    ----------    ----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   END OF  PERIOD ......................................   $56,019,758    $13,701,420    $7,841,903    $3,179,072
                                                           ===========    ===========    ==========    ==========

<CAPTION>
                                                                                                                          MORGAN
                                                                                                                          STANLEY
                                                                                                 MFS EMERGING            EMERGING
                                                                      MFS                           GROWTH                MARKETS
                                                                    RESEARCH                       COMPANIES              EQUITY
                                                                    FUND(a)                       FUND(a)                FUND(b)
                                                           --------------------------    ---------------------------    -----------
                                                                1998         1997            1998           1997             1998
                                                           ------------   -----------    ------------    -----------    -----------
<S>                                                        <C>            <C>            <C>             <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss) ........................   $ (1,092,123)  $   (81,799)   $ (1,099,495)   $   (69,045)   $   (35,753)
   Net realized gain (loss) ............................         28,858       545,158         305,790      1,070,973     (2,128,521)
   Change in unrealized appreciation (depreciation)
      of investments ...................................     27,962,157         6,734      28,458,691       (858,314)       503,907
                                                           ------------   -----------    ------------    -----------    -----------
   Net increase (decrease) in net assets from
      operations .......................................     26,898,892       470,093      27,664,986        143,614     (1,660,367)
                                                           ------------   -----------    ------------    -----------    -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions ....................................    121,807,223    59,357,999      76,639,008     40,227,730     11,589,726
      Transfers from other Funds and Guaranteed Interest
         Rate Account (Note 1) .........................     23,365,292     5,000,723      25,862,262      4,340,105     12,891,618
                                                           ------------   -----------    ------------    -----------    -----------
         Total .........................................    145,172,515    64,358,722     102,501,270     44,567,835     24,481,344
                                                           ------------   -----------    ------------    -----------    -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions ..............      3,681,079       183,523       2,376,229        341,045         83,958
   Withdrawal and administrative charges ...............        208,060        85,087         133,480         44,128          1,595
   Transfers to other Funds and Guaranteed Interest
      Rate Account (Note 1) ............................     10,792,798     1,051,389      16,923,642      2,114,159     11,162,025
                                                           ------------   -----------    ------------    -----------    -----------
      Total ............................................     14,681,937     1,319,999      19,433,351      2,499,332     11,247,578
                                                           ------------   -----------    ------------    -----------    -----------
   Net increase in net assets from Contractowners
      transactions .....................................    130,490,578    63,038,723      83,067,919     42,068,503     13,233,766
                                                           ------------   -----------    ------------    -----------    -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5) ..       (131,281)       (3,343)       (106,304)        (3,492)          (830)
                                                           ------------   -----------    ------------    -----------    -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS ......................................    157,258,189    63,505,473     110,626,601     42,208,625     11,572,569
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   BEGINNING OF PERIOD .................................     63,505,473            --      42,208,625             --             --
                                                           ------------   -----------    ------------    -----------    -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS,
   END OF  PERIOD ......................................   $220,763,662   $63,505,473    $152,835,226    $42,208,625    $11,572,569
                                                           ============   ===========    ============    ===========    ===========
</TABLE>

- ----------
(a) Commenced operations on May 1, 1997.
(b) Commenced operations on December 31, 1997.
See Notes to Financial Statements.


                                     FS-13
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                     EQ/PUTNAM
                                                                  GROWTH & INCOME                     EQ/PUTNAM
                                                                       VALUE                       INVESTORS GROWTH
                                                                     FUND(a)                          FUND(a)
                                                            ----------------------------    -----------------------------
                                                                1998            1997           1998             1997
                                                            ------------     -----------    ------------     -----------
<S>                                                         <C>              <C>            <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss) ........................    $    211,417     $   119,673    $   (962,675)    $   (36,575)
   Net realized gain (loss) ............................       2,806,993         391,558       2,190,789         364,091
   Change in unrealized appreciation (depreciation)
      of investments ...................................      19,592,562       1,251,440      28,611,387       2,286,852
                                                            ------------     -----------    ------------     -----------
   Net increase (decrease) in net assets from
      operations .......................................      22,610,972       1,762,671      29,839,501       2,614,368
                                                            ------------     -----------    ------------     -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions ....................................     192,282,349      89,354,305     102,305,888      29,499,045
      Transfers from other Funds and Guaranteed Interest
         Rate Account (Note 1) .........................      38,949,363       8,714,901      22,084,671       3,342,187
                                                            ------------     -----------    ------------     -----------
         Total .........................................     231,231,712      98,069,206     124,390,559      32,841,232
                                                            ------------     -----------    ------------     -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions ..............       6,393,934              --       2,648,953         151,674
   Withdrawal and administrative charges ...............         306,018         684,612         116,410          70,276
   Transfers to other Funds and Guaranteed Interest
      Rate Account (Note 1) ............................      17,366,879       1,112,466       9,084,232         573,939
                                                            ------------     -----------    ------------     -----------
      Total ............................................      24,066,831       1,797,078      11,849,595         795,889
                                                            ------------     -----------    ------------     -----------
   Net increase in net assets from Contractowners
      transactions .....................................     207,164,881      96,272,128     112,540,964      32,045,343
                                                            ------------     -----------    ------------     -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5) ..        (181,146)          5,168      (1,164,027)     (1,236,705)
                                                            ------------     -----------    ------------     -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS ......................................     229,594,707      98,039,967     141,216,438      33,423,006
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, BEGINNING
   OF PERIOD ...........................................      98,039,967              --      33,423,006              --
                                                            ------------     -----------    ------------     -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, END OF
   PERIOD ..............................................    $327,634,674     $98,039,967    $174,639,444     $33,423,006
                                                            ============     ===========    ============     ===========

<CAPTION>
                                                                         EQ/PUTNAM
                                                                   INTERNATIONAL EQUITY
                                                                         FUND(a)
                                                              -------------------------------
                                                               1998                 1997
                                                              ------------       -----------
<S>                                                           <C>                <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
   Net investment income (loss) ........................      $ (1,130,655)      $  (102,449)
   Net realized gain (loss) ............................         1,085,258           259,624
   Change in unrealized appreciation (depreciation)
      of investments ...................................        13,282,089          (355,156)
                                                              ------------       -----------
   Net increase (decrease) in net assets from
      operations .......................................       13,236,692          (197,981)
                                                              ------------       -----------
FROM CONTRACTOWNERS TRANSACTIONS:
   Contributions and Transfers:
      Contributions ....................................        72,938,890        49,901,207
      Transfers from other Funds and Guaranteed Interest
         Rate Account (Note 1) .........................        29,843,626         4,211,149
                                                              ------------       -----------
         Total .........................................       102,782,516        54,112,356
                                                              ------------       -----------
WITHDRAWAL AND TRANSFERS:
   Benefits and other policy transactions ..............         2,642,413           155,422
   Withdrawal and administrative charges ...............           169,696            69,966
   Transfers to other Funds and Guaranteed Interest
      Rate Account (Note 1) ............................        21,216,559         1,074,411
                                                              ------------       -----------
      Total ............................................        24,028,668         1,299,799
                                                              ------------       -----------
   Net increase in net assets from Contractowners
      transactions .....................................        78,753,848        52,812,557
                                                              ------------       -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
   EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5) ..          (560,408)         (475,212)
                                                              ------------       -----------
INCREASE IN NET ASSETS ATTRIBUTABLE TO
   CONTRACTOWNERS ......................................        91,430,132        52,139,364
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, BEGINNING
   OF PERIOD ...........................................        52,139,364                --
                                                              ------------       -----------
NET ASSETS ATTRIBUTABLE TO CONTRACTOWNERS, END OF
   PERIOD ..............................................      $143,569,496       $52,139,364
                                                              ============       ===========

</TABLE>

- ----------
(a) Commenced operations on May 1, 1997.
See Notes to Financial Statements.


                                     FS-14
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

1.   General

     The Equitable Life Assurance Society of the United States (Equitable Life)
     Separate Account No. 49 (the Account) is organized as a unit investment
     trust, a type of investment company, and is registered with the Securities
     and Exchange Commission under the Investment Company Act of 1940 (the 1940
     Act). Alliance Capital Management L.P., an indirect majority-owned
     subsidiary of Equitable Life, manages The Hudson River Trust (HRT) and is
     the investment adviser for all of the investment funds of HRT. EQ Financial
     Consultants, Inc., ("EQFC") and Equitable Distributors Inc. ("EDI") are
     indirect, wholly owned subsidiaries of Equitable Life. EQFC manages the EQ
     Advisors Trust (EQAT) and has overall responsibility for general management
     and administration of EQAT. The Account consists of 25 investment funds
     (Funds): the Alliance Money Market Fund, Alliance High Yield Fund, Alliance
     Common Stock Fund, Alliance Aggressive Stock Fund, Alliance Small Cap
     Growth Fund, Alliance Global Fund, Alliance Growth Investors Fund, Alliance
     Equity Index Fund, BT Equity 500 Index Fund, BT Small Company Index Fund,
     BT International Equity Index Fund, EQ/Evergreen Fund, EQ/Evergreen
     Foundation Fund, JPM Core Bond Fund, Lazard Large Cap Value Fund, Lazard
     Small Cap Value Fund, Merrill Lynch Basic Value Equity Fund, Merrill Lynch
     World Strategy Fund, MFS Research, MFS Emerging Growth Companies, MFS
     Growth with Income Fund, Morgan Stanley Emerging Markets Equity Fund, EQ
     Putnam Growth & Income Value Fund, EQ/Putnam Investors Growth Fund and
     EQ/Putnam International Equity Fund. As of December 31, 1998, the following
     funds have not yet sold units to the public and accordingly there is no
     activity in the Statements of Operations and the Statement of Changes in
     Net Assets: EQ/Evergreen Fund, EQ/Evergreen Foundation Fund, MFS Growth
     with Income Fund. The assets in each fund are invested in Class 1B shares
     of a corresponding portfolio (Portfolio) of a mutual fund of HRT or of EQAT
     (collectively, the "Trusts"). Class 1A and 1B shares are offered by the
     Trust at net asset value. Both classes of shares are subject to fees for
     investment management and advisory services and other Trust expenses. Class
     1B shares are subject to distribution fees imposed under a distribution
     plan (herein, the "Rule 12b-1 Plans") adopted pursuant to Rule 12b-1 under
     the 1940 Act, as amended. The Rule 12b-1 Plans provide that the Trusts, on
     behalf of each Fund, may charge annually up to 0.25% of the average daily
     net assets of a Fund attributable to its Class 1B Shares in respect of
     activities primarily intended to result in the sale of Class 1B Shares.
     These fees are reflected in the net asset value of the shares. The Trusts
     are open-ended, diversified management investment companies that sell their
     shares to separate accounts of insurance companies. Each Portfolio has
     separate investment objectives. The Account commenced operations on October
     1, 1996.

     EQFC and EDI earns fees from both Trusts under distribution agreements held
     with the Trusts. EQFC also earns fees under an investment management
     agreement with EQAT. Alliance earns fees under an investment advisory
     agreement with the HRT.

     The Account is used to fund benefits for the Rollover IRA, Equitable
     Accumulator IRA, Equitable Accumulator TSA, Equitable Accumulator Select
     IRA and Equitable Accumulator Select TSA, qualified deferred variable
     annuities, which combined the Portfolios in the Account with guaranteed
     fixed rate options, and the Accumulator, Equitable Accumulator NQ and
     Equitable Accumulator Select NQ, which offer the same investment options as
     the Equitable Accumulator IRA and Equitable Accumulator Select IRA for the
     non-qualified market. The non-qualified variable annuities are also
     available for purchase by certain types of qualified plans (referred to as
     Equitable Accumulator QP and Equitable Accumulator Select QP). The
     Equitable Accumulator IRA, NQ, QP and TSA (including Equitable Accumulator
     Select IRA, NQ, QP and TSA), collectively referred to as the Contracts, are
     offered under group and individual variable annuity forms.

     All Contracts are issued by Equitable Life. The assets of the Account are
     the property of Equitable Life. However, the portion of the Account's
     assets attributable to the Contracts will not be chargeable with
     liabilities arising out of any other business Equitable Life may conduct.

     Receivable/payable for policy-related transactions represent amounts due
     to/from General Account predominately related to premiums, surrenders and
     death benefits.

     Included in the Withdrawals and Administrative Charges line of the
     Statements of Changes in Net Assets are certain administrative charges
     which are deducted from the Contractowners account value.

     Contractowners may allocate amounts in their individual accounts to the
     Funds of the Account, and/or to the guaranteed interest account of
     Equitable Life's General Account, and/or to other Separate Accounts. The
     net assets of any Fund of the Account may not be less than the aggregate of
     the contractowners' accounts allocated to that Fund. Additional assets are
     set aside in Equitable Life's General Account to provide for other policy
     benefits, as required under the state insurance law. Equitable Life's
     General Account is subject to creditor rights.


                                     FS-15
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

2.   Significant Accounting Policies

     The accompanying financial statements are prepared in conformity with
     generally accepted accounting principles (GAAP). The preparation of
     financial statements in conformity with GAAP requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.

     Investments are made in shares of the Trust and are valued at the net asset
     values per share of the respective Portfolios. The net asset value is
     determined by the Trust using the market or fair value of the underlying
     assets of the Portfolio less liabilities.

     Investment transactions in the Trusts are recorded on the trade date.
     Realized gains and losses include gains and losses on redemptions of the
     Trust's shares (determined on the identified cost basis) and Trust
     distributions representing the net realized gains on Trust investment
     transactions which are distributed by the Trusts at the end of each year
     and automatically reinvested in additional shares.

     Dividends are recorded by HRT at the end of each quarter and by EQAT in the
     fourth quarter on the ex-dividend date. Capital gains are distributed by
     the Trust at the end of each year.

     No Federal income tax based on net income or realized and unrealized
     capital gains is currently applicable to Contracts participating in the
     Account by reason of applicable provisions of the Internal Revenue Code and
     no Federal income tax payable by Equitable Life is expected to affect the
     unit value of Contracts participating in the Account. Accordingly, no
     provision for income taxes is required. However, Equitable Life retains the
     right to charge for any Federal income tax which is attributable to the
     Account if the law is changed.

3.   Asset Charges

     Charges are made directly against the net assets of the Account and are
     reflected daily in the computation of the unit values of the Contracts.
     Under the Contracts, Equitable Life charges the account for the following
     charges:

<TABLE>
<CAPTION>
                                                                                  Asset-based
                                                             Mortality and      Administration      Distribution      Aggregate
                                                             Expense Risks          Charge             Charge          Charges
                                                             -------------      --------------      ------------    -------------
<S>                                                              <C>                 <C>               <C>              <C>
       Accumulator and Rollover IRA issued before                0.90%               0.30%               --             1.20%
             May 1, 1997
       Equitable Accumulator issued after May 1, 1997            1.10%               0.25%               --             1.35%
       Equitable Accumulator Select                              1.10%               0.25%             0.25%            1.60%
</TABLE>

     These charges may be retained in the Account by Equitable Life and to the
     extent retained, participate in the net results of the Trust ratably with
     assets attributable to the Contracts.

     Trust shares are valued at their net asset value with investment advisory
     or management fees, the 12b-1 fee, and direct operating expenses of the
     Trust, in effect, passed on to the Account and reflected in the
     accumulation unit values of the Contracts.

4.   Contributions, Transfers and Charges:

     Net accumulation units issued during the periods indicated were:

                                                      DECEMBER 31,  DECEMBER 31,
                                                         1998        1997
                                                      -----------   ----------
        ALLIANCE MONEY MARKET FUND                           (IN THOUSANDS)
        -------------------------
             Net Issued (Redeemed) 120 b.p............      (30)         172
             Net Issued (Redeemed) 135 b.p............    4,005        1,153
             Net Issued (Redeemed) 160 b.p............      349           --
             Net Issued (Redeemed) 0 b.p..............    1,286          947

        ALLIANCE HIGH YIELD FUND
        -------------------------
             Net Issued (Redeemed) 120 b.p............      (17)         402
             Net Issued (Redeemed) 135 b.p............    3,265        1,256
             Net Issued (Redeemed) 160 b.p............      168            2


                                     FS-16
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.   Contributions, Transfers and Charges (Continued):

     Net accumulation units issued during the periods indicated were:


<TABLE>
<CAPTION>
                                                                                  DECEMBER 31,  DECEMBER 31,
                                                                                     1998           1997
        ALLIANCE COMMON STOCK FUND                                                -----------   -----------
        --------------------------                                                      (IN THOUSANDS)
        <S>       <C>                                                             <C>             <C>
                  Net Issued (Redeemed) 120 b.p.................................     (10)           229
                  Net Issued (Redeemed) 135 b.p.................................   1,108            434
                  Net Issued (Redeemed) 160 b.p.................................      34              1

        ALLIANCE AGGRESSIVE STOCK FUND
        ------------------------------
                  Net Issued (Redeemed) 120 b.p.................................     (13)           269
                  Net Issued (Redeemed) 135 b.p.................................     559            380
                  Net Issued (Redeemed) 160 b.p.................................      16             --

        ALLIANCE SMALL CAP GROWTH FUND (a)
        ----------------------------------
                  Net Issued (Redeemed) 120 b.p.................................      13             89
                  Net Issued (Redeemed) 135 b.p.................................   3,580          2,521
                  Net Issued (Redeemed) 160 b.p.................................     211             --

        ALLIANCE GLOBAL FUND
        --------------------
                  Net Issued (Redeemed) 120 b.p.................................     (42)           455

        ALLIANCE GROWTH INVESTORS FUND
        ------------------------------
                  Net Issued (Redeemed) 120 b.p.................................     (44)           582

        BT EQUITY 500 INDEX FUND (b)
        ---------------------------
                  Net Issued (Redeemed) 120 b.p.................................      87             --
                  Net Issued (Redeemed) 135 b.p.................................  12,279             --
                  Net Issued (Redeemed) 160 b.p.................................     951             --

        BT SMALL COMPANY INDEX FUND (b)
        ------------------------------
                  Net Issued (Redeemed) 120 b.p.................................      18             --
                  Net Issued (Redeemed) 135 b.p.................................   1,610             --
                  Net Issued (Redeemed) 160 b.p.................................     211             --

        BT INTERNATIONAL EQUITY INDEX FUND (b)
        --------------------------------------
                  Net Issued (Redeemed) 120 b.p.................................       9             --
                  Net Issued (Redeemed) 135 b.p.................................   1,827             --
                  Net Issued (Redeemed) 160 b.p.................................     248             --

        JPM CORE BOND FUND (b)
        ----------------------
                  Net Issued (Redeemed) 120 b.p.................................      98             --
                  Net Issued (Redeemed) 135 b.p.................................   8,661             --
                  Net Issued (Redeemed) 160 b.p.................................     379             --

</TABLE>

- ----------
(a) Commenced operations on May 1, 1997.
(b) Commenced operations on January 1, 1998.


                                     FS-17
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.   Contributions, Transfers and Charges (Continued):

     Net accumulation units issued during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,    DECEMBER 31,
                                                                                            1998             1997
               LAZARD LARGE CAP VALUE FUND (b)                                           -----------     -----------
               -------------------------------                                                  (IN THOUSANDS)
               <S>                                                                       <C>             <C>
                         Net Issued (Redeemed) 120 b.p.................................      22             --
                         Net Issued (Redeemed) 135 b.p.................................   5,696             --
                         Net Issued (Redeemed) 160 b.p.................................     315             --

               LAZARD SMALL CAP VALUE FUND (b)
               -------------------------------
                         Net Issued (Redeemed) 120 b.p.................................      26             --
                         Net Issued (Redeemed) 135 b.p.................................   4,733             --
                         Net Issued (Redeemed) 160 b.p.................................     344             --

               MERRILL LYNCH BASIC VALUE EQUITY FUND (a)
               -----------------------------------------
                         Net Issued (Redeemed) 135 b.p.................................   3,207          1,182

               MERRILL LYNCH WORLD STRATEGY FUND (a)
               -------------------------------------
                         Net Issued (Redeemed) 135 b.p.................................     411            306

               MFS RESEARCH FUND (a)
               --------------------
                         Net Issued (Redeemed) 120 b.p.................................      93            263
                         Net Issued (Redeemed) 135 b.p.................................   9,656          5,257
                         Net Issued (Redeemed) 160 b.p.................................     409              2

               MFS EMERGING GROWTH COMPANIES FUND (a)
               --------------------------------------
                         Net Issued (Redeemed) 120 b.p.................................      27            149
                         Net Issued (Redeemed) 135 b.p.................................   5,790          3,327
                         Net Issued (Redeemed) 160 b.p.................................     198              3

               MORGAN STANLEY EMERGING MARKETS EQUITY FUND (c)
               -----------------------------------------------
                         Net Issued (Redeemed) 120 b.p.................................      16             --
                         Net Issued (Redeemed) 135 b.p.................................   1,805             --
                         Net Issued (Redeemed) 160 b.p.................................     203             --

               EQ/PUTNAM GROWTH & INCOME VALUE FUND (a)
               ----------------------------------------
                         Net Issued (Redeemed) 120 b.p.................................     123            383
                         Net Issued (Redeemed) 135 b.p.................................  16,230          8,113
                         Net Issued (Redeemed) 160 b.p.................................     697             17

               EQ/PUTNAM INVESTORS GROWTH FUND (a)
               -----------------------------------
                         Net Issued (Redeemed) 120 b.p.................................      36            124
                         Net Issued (Redeemed) 135 b.p.................................   7,491          2,581
                         Net Issued (Redeemed) 160 b.p.................................     282             --
</TABLE>

- ----------
(a) Commenced operations on May 1, 1997.
(b) Commenced operations on January 1, 1998.
(c) Commenced operations on December 31, 1997.


                                     FS-18
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

4.   Contributions, Transfers and Charges (Concluded):

   Net accumulation units issued during the periods indicated were:

<TABLE>
<CAPTION>
                                                                                        DECEMBER 31,   DECEMBER 31,
                                                                                           1998           1997
               EQ/PUTNAM INTERNATIONAL EQUITY FUND (a)                                  ----------     ----------
               ---------------------------------------                                        (IN THOUSANDS)
                        <S>                                                               <C>            <C>
                         Net Issued (Redeemed) 120 b.p.................................       3            187
                         Net Issued (Redeemed) 135 b.p.................................   5,998          4,609
                         Net Issued (Redeemed) 160 b.p.................................     418              5
</TABLE>

- ----------
(a) Commenced operations on May 1, 1997.

5.   Amounts retained by Equitable Life in Separate Account No. 49

     The amount retained by Equitable Life in the Account arises principally
     from (1) contributions from Equitable Life, (2) mortality and expense
     charges and Asset-based administrative charges accumulated in the account,
     and (3) that portion, determined ratably, of the Account's investment
     results applicable to those assets in the Account in excess of the net
     assets for the Contracts. Amounts retained by Equitable Life are not
     subject to charges for mortality and expense risks and Asset-based
     administrative expenses.

     Amounts retained by Equitable Life in the Account may be transferred at any
     time by Equitable Life to its General Account.

     The following table shows the contributions (withdrawals) in net amounts
     retained by Equitable Life by investment fund:

<TABLE>
<CAPTION>
                                                                                    YEARS ENDED DECEMBER 31,
                                                                        -------------------------------------------------
                         INVESTMENT FUND                                        1998                          1997
                         ---------------                                ---------------------        --------------------
     <S>                                                                <C>                               <C>
     Alliance Money Market Fund................................         $    (1,183,691)                  $ (105,000)
     Alliance High Yield Fund..................................              (1,528,340)                     (85,000)
     Alliance Common Stock Fund................................              (3,823,234)                    (180,000)
     Alliance Aggressive Stock Fund............................                (983,127)                    (110,000)
     Alliance Small Cap Growth Fund............................                (792,824)                       5,000
     Alliance Global Fund......................................                (225,129)                     (90,000)
     Alliance Growth Investors Fund............................                (336,002)                     (97,000)
     Alliance Equity Index Fund................................                      --                        5,000
     BT Equity 500 Index Fund(2)...............................              (1,331,361)                       1,000
     BT Small Company Index Fund(2)............................               9,933,857                        1,000
     BT International Equity Index Fund(2).....................              14,902,319                        1,000
     EQ/Evergreen Fund(3) .....................................                   1,000                           --
     EQ/Evergreen Foundation Fund(3)...........................                   1,000                           --
     JPM Core Bond Fund(2).....................................               4,150,198                        1,000
     Lazard Large Cap Value Fund(2)............................               2,234,287                        1,000
     Lazard Small Cap Value Fund(2)............................               4,310,749                        1,000
     Merrill Lynch Basic Value Equity Fund(1)..................                (433,013)                          --
     Merrill Lynch World Strategy Fund(1)......................                 (64,920)                          --
     MFS Research Fund(1)......................................              (1,751,938)                          --
     MFS Emerging Growth Companies Fund(1).....................              (1,150,981)                          --
     MFS Growth with Income Fund(3) ...........................                      --                           --
     Morgan Stanley Emerging Markets Equity Fund(4)............                 (48,664)                          --
     EQ/Putnam Growth & Income Value Fund(1)...................              (2,678,339)                          --
     EQ/Putnam Investors Growth Fund(1)........................              (8,168,474)                   5,000,000
     EQ/Putnam International Equity Fund(1)....................              (7,148,298)                   5,000,000
</TABLE>

- ----------
(1) Commenced operations on May 1, 1997.
(2) Initial capital received on December 31, 1997.
(3) Initial capital received on December 31, 1998.
(4) Commenced operations on December 31, 1997.


                                     FS-19
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.

<TABLE>
<CAPTION>
                                                                          YEARS ENDED DECEMBER 31,
                                                          --------------------------------------------------------
                                                               1998               1997                 1996
                                                          ---------------    --------------      -----------------
ALLIANCE MONEY MARKET FUND
- --------------------------
<S>                                                          <C>                  <C>                   <C>
1.20% Unit value, beginning of period......................  $25.64               $24.68                $24.43
1.20% Unit value, end of period............................  $26.62               $25.64                $24.68
1.35% Unit value, beginning of period (a)..................  $25.00               $24.38                    --
1.35% Unit value, end of period (a)........................  $25.92               $25.00                    --
1.60% Unit value, beginning of period (b)..................  $23.98               $23.78                    --
1.60% Unit value, end of period (b)........................  $24.80               $23.98                    --
0% Unit value, beginning of period (a).....................  $31.27               $30.21                    --
0% Unit value, end of period (a)...........................  $32.86               $31.27                    --
Number of units outstanding, end of period (000's)
   1.20%...................................................     329                  359                   127
   1.35%...................................................   5,158                1,153                    --
   1.60%...................................................     349                   --                    --
   0%......................................................   2,233                  947                    --

<CAPTION>
                                                                          YEARS ENDED DECEMBER 31,
                                                          --------------------------------------------------------
                                                               1998               1997                 1996
                                                          ---------------    --------------      -----------------
ALLIANCE HIGH YIELD FUND
- ------------------------
<S>                                                          <C>                  <C>                   <C>
1.20% Unit value, beginning of period......................  $30.46               $26.09                $25.33
1.20% Unit value, end of period............................  $28.48               $30.46                $26.09
1.35% Unit value, beginning of period (a)..................  $29.96               $26.35                    --
1.35% Unit value, end of period (a)........................  $27.96               $29.96                    --
1.60% Unit value, beginning of period (b)..................  $29.13               $28.79                    --
1.60% Unit value, end of period (b)........................  $27.12               $29.13                    --
Number of units outstanding, end of period (000's)
   1.20%...................................................     422                  439                    24
   1.35%...................................................   4,521                1,256                    --
   1.60%...................................................     170                    2                    --

<CAPTION>
                                                                          YEARS ENDED DECEMBER 31,
                                                          --------------------------------------------------------
                                                               1998               1997                 1996
                                                          ---------------    --------------      -----------------
ALLIANCE COMMON STOCK FUND
- --------------------------
<S>                                                         <C>                  <C>                   <C>
1.20% Unit value, beginning of period.....................  $192.60              $151.23               $139.82
1.20% Unit value, end of period...........................  $245.58              $192.60               $151.23
1.35% Unit value, beginning of period (a).................  $186.29              $146.89                    --
1.35% Unit value, end of period (a).......................  $237.18              $186.29                    --
1.60% Unit value, beginning of period (b).................  $176.22              $172.77                    --
1.60% Unit value, end of period (b).......................  $223.79              $176.22                    --
Number of units outstanding, end of period (000's)
   1.20%..................................................      230                  240                     8
   1.35%..................................................    1,542                  434                    --
   1.60%..................................................       35                    1                    --
</TABLE>

- ----------
(a) Units  were made  available  for sale on May  1, 1997.
(b) Units were made available for sale on October 1, 1997.


                                     FS-20
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued):

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.

<TABLE>
<CAPTION>
                                                                           YEARS ENDED DECEMBER 31,
                                                            ---------------------------------------------------
                                                                 1998               1997               1996
                                                            ---------------    --------------        ----------
ALLIANCE AGGRESSIVE STOCK FUND
- ------------------------------
<S>                                                           <C>                  <C>                  <C>
1.20% Unit value, beginning of period.......................  $71.57               $65.53               $64.24
1.20% Unit value, end of period.............................  $70.74               $71.57               $65.53
1.35% Unit value, beginning of period (a)...................  $70.28               $61.42                   --
1.35% Unit value, end of period (a).........................  $69.37               $70.28                   --
1.60% Unit value, beginning of period (b)...................  $68.19               $75.44                   --
1.60% Unit value, end of period (b).........................  $67.13               $68.19                   --
Number of units outstanding, end of period (000's)
   1.20%....................................................     266                  279                    9
   1.35%....................................................     939                  380                   --
   1.60%....................................................      16                   --                   --

<CAPTION>
                                                                                   YEARS ENDED DECEMBER 31,
                                                                  ---------------------------------------------------
                                                                          1998                          1997
                                                                  -------------------------      --------------------
ALLIANCE SMALL CAP GROWTH FUND
- ------------------------------
<S>                                                                     <C>                             <C>
1.20% Unit value, beginning of period (a).....................          $12.55                          $10.00
1.20% Unit value, end of period (a)......................               $11.85                          $12.55
1.35% Unit value, beginning of period (a)................               $12.54                          $10.00
1.35% Unit value, end of period (a)......................               $11.82                          $12.54
1.60% Unit value, beginning of period (b)................               $12.52                          $13.22
1.60% Unit value, end of period (b)......................               $11.77                          $12.52
Number of units outstanding, end of period (000's)
   1.20%......................................................             102                              89
   1.35%......................................................           6,101                           2,521
   1.60%......................................................             211                              --
</TABLE>

- ----------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on October 1, 1997.


                                     FS-21
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued):

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.

<TABLE>
<CAPTION>
                                                                                 YEARS ENDED DECEMBER 31,
                                                              -------------------------------------------------------------
                                                                      1998                   1997                  1996
                                                              ---------------------  -------------------  -----------------
ALLIANCE GLOBAL FUND
- --------------------
<S>                                                                  <C>                  <C>                   <C>
1.20% Unit value, beginning of period.......................         $27.61               $25.12                $26.00
1.20% Unit value, end of period.............................         $33.15               $27.61                $25.12
Number of units outstanding, end of period (000's)
   1.20%....................................................            422                  464                     9

<CAPTION>
                                                                                 YEARS ENDED DECEMBER 31,
                                                              --------------------------------------------------------------
                                                                      1998                   1997                  1996
                                                              ---------------------  -------------------  ------------------
ALLIANCE GROWTH INVESTORS FUND
- ------------------------------
<S>                                                                  <C>                  <C>                   <C>
1.20% Unit value, beginning of period.......................         $30.09               $26.15                $25.06
1.20% Unit value, end of period.............................         $35.33               $30.09                $26.15
Number of units outstanding, end of period (000's)                      544
   1.20%....................................................                                 598                    16

<CAPTION>
                                                                                 YEARS ENDED DECEMBER 31,
                                                              --------------------------------------------------------------
                                                                           1998                            1997
                                                              ------------------------------- ------------------------------
ALLIANCE EQUITY INDEX FUND
- -----------------------------
<S>                                                                       <C>                              <C>
1.35% Unit value, beginning of period (a)...................              $21.21                           $17.51
1.35% Unit value, end of period (a).........................              $26.73                           $21.21
Number of units outstanding, end of period (000's)
   1.35%....................................................                  --                               --

<CAPTION>
                                                                                 YEARS ENDED DECEMBER 31,
                                                              --------------------------------------------------------------
                                                                           1998                          1997 (b)
                                                              ------------------------------- ------------------------------
BT EQUITY 500 INDEX FUND
- -----------------------------
<S>                                                                       <C>                            <C>
1.20% Unit value, beginning of period.......................              $10.00                         $10.00
1.20% Unit value, end of period.............................              $12.36                         $10.00
1.35% Unit value, beginning of period.......................              $10.00                         $10.00
1.35% Unit value, end of period.............................              $12.34                         $10.00
1.60% Unit value, beginning of period.......................              $10.00                         $10.00
1.60% Unit value, end of period.............................              $12.31                         $10.00
Number of units outstanding, end of period (000's)
   1.20%....................................................                  87                             --
   1.35%....................................................              12,279                             --
   1.60%....................................................                 951                             --
</TABLE>

- ----------
(a) Units were made available for sale on May 1, 1997.
(b) Initial capital was received on December 31, 1997.


                                     FS-22
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued):

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.

<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                           ------------------------------------------------------
                                                                    1998                       1997 (a)
                                                           -------------------------- --------------------------
BT SMALL COMPANY INDEX FUND
- ---------------------------
<S>                                                                 <C>                         <C>
1.20% Unit value, beginning of period.....................          $10.00                      $10.00
1.20% Unit value, end of period...........................           $9.65                      $10.00
1.35% Unit value, beginning of period.....................          $10.00                      $10.00
1.35% Unit value, end of period...........................           $9.64                      $10.00
1.60% Unit value, beginning of period.....................          $10.00                      $10.00
1.60% Unit value, end of period...........................           $9.61                      $10.00
Number of units outstanding, end of period (000's)
   1.20%..................................................              18                         --
   1.35%..................................................           1,610                         --
   1.60%..................................................             211                         --

<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                           ------------------------------------------------------
                                                                    1998                       1997 (a)
                                                           -------------------------- --------------------------
BT INTERNATIONAL EQUITY INDEX FUND
- ----------------------------------
<S>                                                                 <C>                         <C>
1.20% Unit value, beginning of period.....................          $10.00                      $10.00
1.20% Unit value, end of period...........................          $11.87                      $10.00
1.35% Unit value, beginning of period.....................          $10.00                      $10.00
1.35% Unit value, end of period...........................          $11.85                      $10.00
1.60% Unit value, beginning of period.....................          $10.00                      $10.00
1.60% Unit value, end of period...........................          $11.82                      $10.00
Number of units outstanding, end of period (000's)
   1.20%..................................................               9                         --
   1.35%..................................................           1,827                         --
   1.60%..................................................             248                         --

<CAPTION>
                                                                DECEMBER 31, 1998 (b)
                                                              ---------------------------
EQ/EVERGREEN FUND
- -----------------
<S>                                                                      <C>
1.35% Unit value, beginning of period.....................               $10.00
1.35% Unit value, end of period...........................               $10.00
1.60% Unit value, beginning of period.....................               $10.00
1.60% Unit value, end of period...........................               $10.00
</TABLE>

- ----------
(a) Initial capital was received on December 31, 1997.
(b) Initial capital was received on December 31, 1998.


                                     FS-23
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued):

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.

<TABLE>
<CAPTION>
                                                                         DECEMBER 31, 1998 (b)
                                                                    ------------------------------

EQ/EVERGREEN FOUNDATION FUND
- ----------------------------------
<S>                                                                            <C>
1.35% Unit value, beginning of period.........................                 $10.00
1.35% Unit value, end of period...............................                 $10.00
1.60% Unit value, beginning of period.........................                 $10.00
1.60% Unit value, end of period...............................                 $10.00

<CAPTION>
                                                                               YEARS ENDED DECEMBER 31,
                                                                  -----------------------------------------------
                                                                           1998                  1997 (a)
                                                                  -----------------------  ----------------------
JPM CORE BOND FUND
- ------------------
<S>                                                                       <C>                      <C>
1.20% Unit value, beginning of period.........................            $10.00                   $10.00
1.20% Unit value, end of period...............................            $10.77                   $10.00
1.35% Unit value, beginning of period.........................            $10.00                   $10.00
1.35% Unit value, end of period...............................            $10.76                   $10.00
1.60% Unit value, beginning of period.........................            $10.00                   $10.00
1.60% Unit value, end of period...............................            $10.73                   $10.00
Number of units outstanding, end of period (000's)
   1.20%......................................................                98                       --
   1.35%......................................................             8,661                       --
   1.60%......................................................               379                       --

<CAPTION>
                                                                               YEARS ENDED DECEMBER 31,
                                                                  -----------------------------------------------
                                                                           1998                  1997 (a)
                                                                  -----------------------  ----------------------
LAZARD LARGE CAP VALUE FUND
- ---------------------------
<S>                                                                       <C>                      <C>
1.20% Unit value, beginning of period.........................            $10.00                   $10.00
1.20% Unit value, end of period...............................            $11.86                   $10.00
1.35% Unit value, beginning of period.........................            $10.00                   $10.00
1.35% Unit value, end of period...............................            $11.84                   $10.00
1.60% Unit value, beginning of period.........................            $10.00                   $10.00
1.60% Unit value, end of period...............................            $11.81                   $10.00
Number of units outstanding, end of period (000's)
   1.20%......................................................                22                       --
   1.35%......................................................             5,696                       --
   1.60%......................................................               315                       --
</TABLE>

- ----------
(a) Initial capital was received on December 31, 1997.
(b) Initial capital was received on December 31, 1998.


                                     FS-24
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued):

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.

<TABLE>
<CAPTION>
                                                                               YEARS ENDED DECEMBER 31,
                                                               -----------------------------------------------
                                                                    1998                       1997 (b)
                                                               -----------------------  ----------------------
LAZARD SMALL CAP VALUE FUND
- ---------------------------
<S>                                                                <C>                         <C>
1.20% Unit value, beginning of period.........................     $10.00                      $10.00
1.20% Unit value, end of period...............................      $9.18                      $10.00
1.35% Unit value, beginning of period.........................     $10.00                      $10.00
1.35% Unit value, end of period...............................      $9.17                      $10.00
1.60% Unit value, beginning of period.........................     $10.00                      $10.00
1.60% Unit value, end of period...............................      $9.14                      $10.00
Number of units outstanding, end of period (000's)
   1.20%......................................................         26                          --
   1.35%......................................................      4,733                          --
   1.60%......................................................        344                          --

<CAPTION>
                                                                               YEARS ENDED DECEMBER 31,
                                                               -----------------------------------------------
                                                                    1998                       1997
                                                               -----------------------  ----------------------
MERRILL LYNCH BASIC VALUE EQUITY FUND (a)
- -----------------------------------------
<S>                                                                <C>                         <C>
1.35% Unit value, beginning of period.........................     $11.60                       $9.99
1.35% Unit value, end of period...............................     $12.76                      $11.60
1.60% Unit value, beginning of period (c).....................     $11.58                      $12.15
1.60% Unit value, end of period (c) ..........................     $12.71                      $11.58
Number of units outstanding, end of period (000's)
   1.35%......................................................      4,389                       1,182
   1.60%......................................................        --                           --

<CAPTION>
                                                                           YEARS ENDED DECEMBER 31,
                                                               -----------------------------------------------
                                                                    1998                       1997
                                                               -----------------------  ----------------------
MERRILL LYNCH WORLD STRATEGY FUND (a)
- -------------------------------------
<S>                                                                <C>                         <C>
1.35% Unit value, beginning of period.........................     $10.38                      $10.00
1.35% Unit value, end of period...............................     $10.94                      $10.38
1.60% Unit value, beginning of period (c).....................     $10.36                      $11.13
1.60% Unit value, end of period (c)...........................     $10.89                      $10.36
Number of units outstanding, end of period (000's)
   1.35%......................................................        717                         306
   1.60%......................................................        --                           --
</TABLE>

- ----------
(a) Units were made available for sale on May 1, 1997.
(b) Initial capital was received on December 31, 1997.
(c) Units were made available for sale on October 1, 1997.


                                     FS-25
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued):

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.

<TABLE>
<CAPTION>
                                                                           YEARS ENDED DECEMBER 31,
                                                               -----------------------------------------------
                                                                        1998                   1997 (a)
                                                               -----------------------  ----------------------
MFS RESEARCH FUND
- -----------------
<S>                                                                    <C>                    <C>
1.20% Unit value, beginning of period.........................         $11.51                 $10.00
1.20% Unit value, end of period...............................         $14.12                 $11.51
1.35% Unit value, beginning of period.........................         $11.50                 $10.00
1.35% Unit value, end of period...............................         $14.08                 $11.50
1.60% Unit value, beginning of period  (c)....................         $11.48                 $11.77
1.60% Unit value, end of period (c)...........................         $14.02                 $11.48

Number of units outstanding, end of period (000's)
   1.20%......................................................            356                    263
   1.35%......................................................         14,913                  5,257
   1.60%......................................................            410                      1

<CAPTION>
                                                                           YEARS ENDED DECEMBER 31,
                                                               -----------------------------------------------
                                                                        1998                   1997 (a)
                                                               -----------------------  ----------------------
MFS EMERGING GROWTH COMPANIES FUND
- ----------------------------------
<S>                                                                    <C>                    <C>
1.20% Unit value, beginning of period.........................         $12.14                 $10.00
1.20% Unit value, end of period...............................         $16.14                 $12.14
1.35% Unit value, beginning of period.........................         $12.13                 $10.00
1.35% Unit value, end of period...............................         $16.10                 $12.13
1.60% Unit value, beginning of period (c).....................         $12.11                 $12.60
1.60% Unit value, end of period (c)...........................         $16.03                 $12.11

Number of units outstanding, end of period (000's)
   1.20%......................................................            176                    149
   1.35%......................................................          9,117                  3,327
   1.60%......................................................            200                      2

<CAPTION>
                                                                             DECEMBER 31, 1998 (b)
                                                                           -------------------------
MFS EMERGING GROWTH WITH INCOME FUND
- ------------------------------------
<C>                                                                                 <C>
1.20% Unit value, beginning of period.........................                      $10.00
1.20% Unit value, end of period...............................                      $10.00
1.35% Unit value, beginning of period.........................                      $10.00
1.35% Unit value, end of period...............................                      $10.00
1.60% Unit value, beginning of period.........................                      $10.00
1.60% Unit value, end of period...............................                      $10.00

</TABLE>

(a) Units were made available for sale on May 1, 1997.
(b) Initial capital was received on December 31, 1998.
(c) Units were made available for sale on October 1, 1997.


                                     FS-26
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Continued):

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.

<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                              --------------------------------------------------------
                                                                         1998                           1997
                                                              ---------------------------  ---------------------------
MORGAN STANLEY EMERGING MARKETS EQUITY FUND
- -------------------------------------------
<S>                                                                     <C>                             <C>
1.20% Unit value, beginning of period (c) ....................          $7.95                           $7.95
1.20% Unit value, end of period (c)...........................          $5.73                           $7.95
1.35% Unit value, beginning of period (c).....................          $7.94                           $7.94
1.35% Unit value, end of period (c)...........................          $5.72                           $7.94
1.60% Unit value, beginning of period (c).....................          $7.93                           $7.93
1.60% Unit value, end of period (c)...........................          $5.70                           $7.93

Number of units outstanding, end of period (000's)
   1.20%......................................................             16                              --
   1.35%......................................................          1,805                              --
   1.60%......................................................            203                              --

<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                              --------------------------------------------------------
                                                                         1998                           1997(a)
                                                              ---------------------------  ---------------------------
EQ/PUTNAM GROWTH & INCOME VALUE FUND
- ------------------------------------
<S>                                                                    <C>                             <C>
1.20% Unit value, beginning of period.........................         $11.53                          $10.00
1.20% Unit value, end of period...............................         $12.85                          $11.53
1.35% Unit value, beginning of period.........................         $11.52                          $10.00
1.35% Unit value, end of period...............................         $12.82                          $11.52
1.60% Unit value, beginning of period (c).....................         $11.50                          $11.63
1.60% Unit value, end of period (c)...........................         $12.76                          $11.50

Number of units outstanding, end of period (000's)
   1.20%......................................................            506                             383
   1.35%......................................................         24,343                           8,113
   1.60%......................................................            714                              17

<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                              --------------------------------------------------------
                                                                         1998                           1997(a)
                                                              ---------------------------  ---------------------------
EQ/PUTNAM INVESTORS GROWTH FUND
- -------------------------------
<S>                                                                    <C>                             <C>
1.20% Unit value, beginning of period.........................         $12.37                          $10.00
1.20% Unit value, end of period...............................         $16.65                          $12.37
1.35% Unit value, beginning of period.........................         $12.35                          $10.00
1.35% Unit value, end of period...............................         $16.61                          $12.35
1.60% Unit value, beginning of period (c) ....................         $12.33                          $12.12
1.60% Unit value, end of period (c) ..........................         $16.54                          $12.33

Number of units outstanding, end of period (000's)
   1.20%......................................................            160                             124
   1.35%......................................................         10,072                           2,581
   1.60%......................................................            282                              --
</TABLE>

- ----------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on May 1, 1998.
(c) Units were made available for sale on December 31, 1997.


                                     FS-27
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
DECEMBER 31, 1998

6.   Accumulation Unit Values (Concluded):

     Shown below is accumulation unit value information for a unit outstanding
     throughout the period shown.

<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                              -------------------------------------------------------
                                                                         1998                           1997(a)
                                                              ---------------------------     -----------------------
EQ/PUTNAM INTERNATIONAL EQUITY FUND
- -----------------------------------
<S>                                                                     <C>                            <C>
1.20% Unit value, beginning of period.........................          $10.87                          $10.00
1.20% Unit value, end of period...............................          $12.83                          $10.87
1.35% Unit value, beginning of period.........................          $10.86                          $10.00
1.35% Unit value, end of period...............................          $12.80                          $10.86
1.60% Unit value, beginning of period (c).....................          $10.84                          $11.52
1.60% Unit value, end of period (c)...........................          $12.75                          $10.84

Number of units outstanding, end of period (000's)
   1.20%......................................................             190                             187
   1.35%......................................................          10,607                           4,609
   1.60%......................................................             422                               4
</TABLE>

- ----------
(a) Units were made available for sale on May 1, 1997.
(c) Units were made available for sale on October 1, 1997.


                                     FS-28

<PAGE>







                        Report of Independent Accountants


To the Board of Directors and Shareholder of
The Equitable Life Assurance Society of the United States

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of earnings,  of shareholder's equity and comprehensive
income and of cash flows present fairly, in all material respects, the financial
position of The Equitable  Life  Assurance  Society of the United States and its
subsidiaries  ("Equitable  Life") at December 31, 1998 and 1997, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended December 31, 1998, in conformity with generally accepted accounting
principles.  These  financial  statements  are the  responsibility  of Equitable
Life's  management;  our  responsibility  is to  express  an  opinion  on  these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in accordance  with  generally  accepted  auditing  standards  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates  made by management  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for the opinion expressed above.

As discussed in Note 2 to the consolidated financial statements,  Equitable Life
changed its method of accounting for long-lived assets in 1996.




/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
New York, New York
February 8, 1999
                                      F-1
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>

                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                            <C>                  <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................   $    18,993.7        $    19,630.9
    Held to maturity, at amortized cost.....................................           125.0                  -
  Mortgage loans on real estate.............................................         2,809.9              2,611.4
  Equity real estate........................................................         1,676.9              2,495.1
  Policy loans..............................................................         2,086.7              2,422.9
  Other equity investments..................................................           713.3                951.5
  Investment in and loans to affiliates.....................................           928.5                731.1
  Other invested assets.....................................................           808.2                612.2
                                                                              -----------------    -----------------
      Total investments.....................................................        28,142.2             29,455.1
Cash and cash equivalents...................................................         1,245.5                300.5
Deferred policy acquisition costs...........................................         3,563.8              3,236.6
Amounts due from discontinued operations....................................             2.7                572.8
Other assets................................................................         3,051.9              2,687.4
Closed Block assets.........................................................         8,632.4              8,566.6
Separate Accounts assets....................................................        43,302.3             36,538.7
                                                                              -----------------    -----------------

Total Assets................................................................   $    87,940.8        $    81,357.7
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................   $    20,889.7        $    21,579.5
Future policy benefits and other policyholders' liabilities.................         4,694.2              4,553.8
Short-term and long-term debt...............................................         1,181.7              1,716.7
Other liabilities...........................................................         3,474.3              3,267.2
Closed Block liabilities....................................................         9,077.0              9,073.7
Separate Accounts liabilities...............................................        43,211.3             36,306.3
                                                                              -----------------    -----------------
      Total liabilities.....................................................        82,528.2             76,497.2
                                                                              -----------------    -----------------

Commitments and contingencies (Notes 11, 13, 14, 15 and 16)

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value 2.0 million shares authorized, issued
  and outstanding...........................................................             2.5                  2.5
Capital in excess of par value..............................................         3,110.2              3,105.8
Retained earnings...........................................................         1,944.1              1,235.9
Accumulated other comprehensive income......................................           355.8                516.3
                                                                              -----------------    -----------------
      Total shareholder's equity............................................         5,412.6              4,860.5
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................   $    87,940.8        $    81,357.7
                                                                              =================    =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
REVENUES
Universal life and investment-type product policy fee
  income......................................................   $    1,056.2       $       950.6      $       874.0
Premiums......................................................          588.1               601.5              597.6
Net investment income.........................................        2,228.1             2,282.8            2,203.6
Investment gains (losses), net................................          100.2               (45.2)              (9.8)
Commissions, fees and other income............................        1,503.0             1,227.2            1,081.8
Contribution from the Closed Block............................           87.1               102.5              125.0
                                                                -----------------  -----------------  -----------------

      Total revenues..........................................        5,562.7             5,119.4            4,872.2
                                                                -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances..........        1,153.0             1,266.2            1,270.2
Policyholders' benefits.......................................        1,024.7               978.6            1,317.7
Other operating costs and expenses............................        2,201.2             2,203.9            2,075.7
                                                                -----------------  -----------------  -----------------

      Total benefits and other deductions.....................        4,378.9             4,448.7            4,663.6
                                                                -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes, minority interest and cumulative
  effect of accounting change.................................        1,183.8               670.7              208.6
Federal income taxes..........................................          353.1                91.5                9.7
Minority interest in net income of consolidated subsidiaries..          125.2                54.8               81.7
                                                                -----------------  -----------------  -----------------
Earnings from continuing operations before cumulative
  effect of accounting change.................................          705.5               524.4              117.2
Discontinued operations, net of Federal income taxes..........            2.7               (87.2)             (83.8)
Cumulative effect of accounting change, net of Federal
  income taxes................................................            -                   -                (23.1)
                                                                -----------------  -----------------  -----------------

Net Earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                =================  =================  =================
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
    CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
Common stock, at par value, beginning and end of year.........   $        2.5       $         2.5      $         2.5
                                                                -----------------  -----------------  -----------------

Capital in excess of par value, beginning of year.............        3,105.8             3,105.8            3,105.8
Additional capital in excess of par value.....................            4.4                 -                  -
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, end of year...................        3,110.2             3,105.8            3,105.8

Retained earnings, beginning of year..........................        1,235.9               798.7              788.4
Net earnings..................................................          708.2               437.2               10.3
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................        1,944.1             1,235.9              798.7
                                                                -----------------  -----------------  -----------------

Accumulated other comprehensive income,
  beginning of year...........................................          516.3               177.0              361.4
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Accumulated other comprehensive income, end of year...........          355.8               516.3              177.0
                                                                -----------------  -----------------  -----------------

Total Shareholder's Equity, End of Year.......................   $    5,412.6       $     4,860.5      $     4,084.0
                                                                =================  =================  =================

COMPREHENSIVE INCOME
Net earnings..................................................   $      708.2       $       437.2      $        10.3
                                                                -----------------  -----------------  -----------------
Change in unrealized gains (losses), net of reclassification
  adjustment..................................................         (149.5)              343.7             (206.6)
Minimum pension liability adjustment..........................          (11.0)               (4.4)              22.2
                                                                -----------------  -----------------  -----------------
Other comprehensive income....................................         (160.5)              339.3             (184.4)
                                                                -----------------  -----------------  -----------------
Comprehensive Income..........................................   $      547.7       $       776.5      $      (174.1)
                                                                =================  =================  =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                      1998               1997               1996
                                                                -----------------  -----------------  -----------------
                                                                                    (In Millions)
<S>                                                              <C>                <C>                <C>
Net earnings..................................................   $      708.2       $       437.2      $        10.3
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Interest credited to policyholders' account balances........        1,153.0             1,266.2            1,270.2
  Universal life and investment-type product
    policy fee income.........................................       (1,056.2)             (950.6)            (874.0)
  Investment (gains) losses...................................         (100.2)               45.2                9.8
  Change in Federal income tax payable........................          123.1               (74.4)            (197.1)
  Other, net..................................................         (324.9)              169.4              330.2
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          503.0               893.0              549.4
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,289.0             2,702.9            2,275.1
  Sales.......................................................       16,972.1            10,385.9            8,964.3
  Purchases...................................................      (18,578.5)          (13,205.4)         (12,559.6)
  Decrease (increase) in short-term investments...............          102.4              (555.0)             450.3
  Decrease in loans to discontinued operations................          660.0               420.1            1,017.0
  Sale of subsidiaries........................................            -                 261.0                -
  Other, net..................................................         (341.8)             (612.6)            (281.0)
                                                                -----------------  -----------------  -----------------

Net cash provided (used) by investing activities..............        1,103.2              (603.1)            (133.9)
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits..................................................        1,508.1             1,281.7            1,925.4
    Withdrawals...............................................       (1,724.6)           (1,886.8)          (2,385.2)
  Net (decrease) increase in short-term financings............         (243.5)              419.9                (.3)
  Repayments of long-term debt................................          (24.5)             (196.4)            (124.8)
  Payment of obligation to fund accumulated deficit of
    discontinued operations...................................          (87.2)              (83.9)               -
  Other, net..................................................          (89.5)              (62.7)             (66.5)
                                                                -----------------  -----------------  -----------------

Net cash used by financing activities.........................         (661.2)             (528.2)            (651.4)
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................          945.0              (238.3)            (235.9)
Cash and cash equivalents, beginning of year..................          300.5               538.8              774.7
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $    1,245.5       $       300.5      $       538.8
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $      130.7       $       217.1      $       109.9
                                                                =================  =================  =================
  Income Taxes Paid (Refunded)................................   $      254.3       $       170.0      $       (10.0)
                                                                =================  =================  =================
</TABLE>

                See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1)     ORGANIZATION

        The Equitable  Life Assurance  Society of the United States  ("Equitable
        Life")  is  a  wholly  owned  subsidiary  of  The  Equitable   Companies
        Incorporated  (the  "Holding   Company").   Equitable  Life's  insurance
        business is conducted principally by Equitable Life and its wholly owned
        life insurance  subsidiaries,  Equitable of Colorado ("EOC"), and, prior
        to  December  31,  1996,   Equitable  Variable  Life  Insurance  Company
        ("EVLICO").  Effective January 1, 1997, EVLICO was merged into Equitable
        Life,  which  continues  to conduct the  Company's  insurance  business.
        Equitable Life's  investment  management  business,  which comprises the
        Investment  Services  segment,  is  conducted  principally  by  Alliance
        Capital  Management  L.P.  ("Alliance"),  in which  Equitable Life has a
        57.7%  ownership  interest,  and  Donaldson,  Lufkin  &  Jenrette,  Inc.
        ("DLJ"),   an  investment  banking  and  brokerage  affiliate  in  which
        Equitable Life has a 32.5%  ownership  interest.  AXA ("AXA"),  a French
        holding  company for an  international  group of  insurance  and related
        financial   services   companies,   is  the  Holding  Company's  largest
        shareholder,  owning  approximately 58.5% at December 31, 1998 (53.4% if
        all securities convertible into, and options on, common stock were to be
        converted or exercised).

        The  Insurance  segment  offers a variety of  traditional,  variable and
        interest-sensitive  life insurance products,  disability income, annuity
        products,  mutual fund and other investment  products to individuals and
        small  groups.  It  also  administers  traditional  participating  group
        annuity  contracts  with  conversion  features,  generally for corporate
        qualified  pension  plans,  and  association  plans which  provide  full
        service retirement programs for individuals affiliated with professional
        and trade  associations.  This segment  includes  Separate  Accounts for
        individual insurance and annuity products.

        The Investment  Services segment includes  Alliance,  the results of DLJ
        which are accounted for on an equity basis,  and, through June 10, 1997,
        Equitable Real Estate  Investment  Management,  Inc.  ("EREIM"),  a real
        estate  investment   management  subsidiary  which  was  sold.  Alliance
        provides diversified investment fund management services to a variety of
        institutional clients,  including pension funds, endowments, and foreign
        financial institutions, as well as to individual investors,  principally
        through  a  broad  line  of  mutual   funds.   This   segment   includes
        institutional Separate Accounts which provide various investment options
        for large group pension clients, primarily deferred benefit contribution
        plans, through pooled or single group accounts. DLJ's businesses include
        securities underwriting,  sales and trading, merchant banking, financial
        advisory services,  investment research, venture capital,  correspondent
        brokerage  services,  online  interactive  brokerage  services and asset
        management.  DLJ  serves  institutional,   corporate,  governmental  and
        individual clients both domestically and internationally. EREIM provided
        real  estate  investment   management   services,   property  management
        services, mortgage servicing and loan asset management, and agricultural
        investment management.

 2)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation and Principles of Consolidation

        The  accompanying  consolidated  financial  statements  are  prepared in
        conformity with generally accepted accounting  principles ("GAAP") which
        require  management to make  estimates and  assumptions  that affect the
        reported  amounts of assets and liabilities and disclosure of contingent
        assets and  liabilities at the date of the financial  statements and the
        reported  amounts of revenues and expenses during the reporting  period.
        Actual results could differ from those estimates.

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life  and its  wholly  owned  life  insurance  subsidiary
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance and EREIM (see Note 5); and those partnerships and
        joint ventures in which Equitable Life or its  subsidiaries  has control

                                      F-6
<PAGE>

        and  a  majority   economic   interest   (collectively,   including  its
        consolidated  subsidiaries,  the "Company"). The Company's investment in
        DLJ is reported on the equity basis of accounting.  Closed Block assets,
        liabilities and results of operations are presented in the  consolidated
        financial   statements  as  single  line  items  (see  Note  7).  Unless
        specifically  stated,  all other footnote  disclosures  contained herein
        exclude the Closed Block related amounts.

        All significant intercompany transactions and balances except those with
        the  Closed  Block and  discontinued  operations  (see Note 8) have been
        eliminated in  consolidation.  The years "1998," "1997" and "1996" refer
        to the years  ended  December  31,  1998,  1997 and 1996,  respectively.
        Certain  reclassifications  have been made in the amounts  presented for
        prior periods to conform these periods with the 1998 presentation.

        Closed Block

        On July 22, 1992,  Equitable Life  established  the Closed Block for the
        benefit of certain individual participating policies which were in force
        on that date.  The assets  allocated to the Closed Block,  together with
        anticipated  revenues from policies  included in the Closed Block,  were
        reasonably expected to be sufficient to support such business, including
        provision  for payment of claims,  certain  expenses and taxes,  and for
        continuation of dividend scales payable in 1991, assuming the experience
        underlying such scales continues.

        Assets  allocated to the Closed Block inure solely to the benefit of the
        Closed  Block  policyholders  and will not revert to the  benefit of the
        Holding  Company.  No  reallocation,  transfer,  borrowing or lending of
        assets  can be made  between  the  Closed  Block and other  portions  of
        Equitable  Life's General Account,  any of its Separate  Accounts or any
        affiliate  of  Equitable  Life  without  the  approval  of the New  York
        Superintendent of Insurance (the "Superintendent").  Closed Block assets
        and  liabilities  are  carried on the same  basis as similar  assets and
        liabilities  held in the  General  Account.  The excess of Closed  Block
        liabilities  over Closed Block  assets  represents  the expected  future
        post-tax contribution from the Closed Block which would be recognized in
        income over the period the  policies  and  contracts in the Closed Block
        remain in force.

        Discontinued Operations

        Discontinued  operations  include  the Group  Non-Participating  Wind-Up
        Annuities  ("Wind-Up  Annuities") and the Guaranteed  Interest  Contract
        ("GIC") lines of business.  An allowance was established for the premium
        deficiency  reserve for Wind-Up Annuities and estimated future losses of
        the  GIC  line of  business.  Management  reviews  the  adequacy  of the
        allowance  each quarter and believes the  allowance for future losses at
        December 31, 1998 is adequate to provide for all future losses; however,
        the quarterly  allowance review continues to involve numerous  estimates
        and  subjective   judgments   regarding  the  expected   performance  of
        Discontinued Operations Investment Assets. There can be no assurance the
        losses provided for will not differ from the losses ultimately realized.
        To the extent actual results or future  projections of the  discontinued
        operations   differ  from   management's   current  best  estimates  and
        assumptions  underlying the allowance for future losses,  the difference
        would  be  reflected  in the  consolidated  statements  of  earnings  in
        discontinued  operations.  In particular,  to the extent  income,  sales
        proceeds  and  holding  periods  for  equity  real  estate  differ  from
        management's previous assumptions, periodic adjustments to the allowance
        are likely to result (see Note 8).

        Accounting Changes

        In June 1997, the Financial  Accounting  Standards Board ("FASB") issued
        Statement  of   Financial   Accounting   Standards   ("SFAS")  No.  131,
        "Disclosures  about Segments of an Enterprise and Related  Information".
        SFAS No.  131  establishes  standards  for  public  companies  to report
        information  about  operating  segments in annual and interim  financial
        statements issued to shareholders.  It also specifies related disclosure
        requirements  for  products  and  services,  geographic  areas and major
        customers.  Generally,  financial information must be reported using the
        basis  management  uses  to make  operating  decisions  and to  evaluate
        business  performance.  The Company  implemented  SFAS No. 131 effective
        December 31, 1998 and  continues to identify two  operating  segments to
        reflect its major businesses:  Insurance and Investment Services.  While
        the  segment  descriptions  are the same as those  previously  reported,
        certain  amounts  have  been  reattributed  between  the two  reportable
        segments.   Prior  period  comparative   segment  information  has  been
        restated.

                                      F-7
<PAGE>

        In March 1998, the American  Institute of Certified  Public  Accountants
        ("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the
        Costs of Computer  Software  Developed or Obtained  for  Internal  Use,"
        which  requires  capitalization  of external and certain  internal costs
        incurred to obtain or develop internal-use  computer software during the
        application development stage. The Company applied the provisions of SOP
        98-1  prospectively  effective January 1, 1998. The adoption of SOP 98-1
        did not have a material impact on the Company's  consolidated  financial
        statements.   Capitalized   internal-use  software  is  amortized  on  a
        straight-line basis over the estimated useful life of the software.

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of," as of
        January 1, 1996.  SFAS No. 121  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances  indicate the carrying value of such assets may
        not be  recoverable.  Effective with SFAS No. 121's  adoption,  impaired
        real estate is written down to fair value with the impairment loss being
        included in investment gains (losses), net. Before implementing SFAS No.
        121,  valuation  allowances  on real estate held for the  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties  discounted at a rate equal to the  Company's  cost of funds.
        Adoption  of  the  statement   resulted  in  the  release  of  valuation
        allowances of $152.4  million and  recognition  of impairment  losses of
        $144.0 million on real estate held for production of income. Real estate
        which management intends to sell or abandon is classified as real estate
        held  for  sale.  Valuation  allowances  on real  estate  held  for sale
        continue to be computed using the lower of depreciated cost or estimated
        fair value, net of disposition costs. Initial adoption of the impairment
        requirements  of SFAS No. 121 to other assets to be disposed of resulted
        in a charge for the cumulative  effect of an accounting  change of $23.1
        million,  net of a Federal income tax benefit of $12.4  million,  due to
        the  writedown  to fair  value  of  building  improvements  relating  to
        facilities vacated in 1996.

        New Accounting Pronouncements

        In  October  1998,  the  FASB  issued  SFAS  No.  134,  "Accounting  for
        Mortgage-Backed Securities Retained after the Securitization of Mortgage
        Loans  Held for Sale by a Mortgage  Banking  Enterprise,"  which  amends
        existing  accounting and reporting  standards for certain  activities of
        mortgage  banking   enterprises  and  other   enterprises  that  conduct
        operations that are substantially similar to the primary operations of a
        mortgage banking  enterprise.  This statement is effective for the first
        fiscal quarter  beginning after December 15, 1998. This statement is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In June 1998, the FASB issued SFAS No. 133,  "Accounting  for Derivative
        Instruments and Hedging  Activities,"  which establishes  accounting and
        reporting  standards  for  derivative  instruments,   including  certain
        derivatives embedded in other contracts, and for hedging activities.  It
        requires all  derivatives  to be recognized on the balance sheet at fair
        value.  The  accounting  for  changes in the fair value of a  derivative
        depends on its intended use.  Derivatives not used in hedging activities
        must be adjusted  to fair value  through  earnings.  Changes in the fair
        value of derivatives used in hedging  activities will,  depending on the
        nature of the hedge,  either be offset in earnings against the change in
        fair value of the hedged item  attributable  to the risk being hedged or
        recognized in other  comprehensive  income until the hedged item affects
        earnings.  For all  hedging  activities,  the  ineffective  portion of a
        derivative's  change in fair value  will be  immediately  recognized  in
        earnings.

        SFAS No. 133 requires  adoption in fiscal years beginning after June 15,
        1999 and  permits  early  adoption  as of the  beginning  of any  fiscal
        quarter following issuance of the statement.  Retroactive application to
        financial statements of prior periods is prohibited. The Company expects
        to adopt SFAS No. 133 effective January 1, 2000.  Adjustments  resulting
        from  initial  adoption  of the new  requirements  will be reported in a
        manner  similar  to the  cumulative  effect  of a change  in  accounting
        principle  and will be  reflected  in net  income or  accumulated  other
        comprehensive income based upon existing hedging relationships,  if any.
        Management  currently  is  assessing  the impact of  adoption.  However,
        Alliance's  adoption is not expected to have a significant impact on the
        Company's  consolidated  balance  sheet or statement of earnings.  Also,
        since  most  of  DLJ's  derivatives  are  carried  at fair  values,  the
        Company's  consolidated earnings and financial position are not expected
        to be significantly affected by DLJ's adoption of the new requirements.

                                      F-8
<PAGE>

        In late 1998, the AICPA issued SOP 98-7, "Deposit Accounting: Accounting
        for Insurance and Reinsurance  Contracts that Do Not Transfer  Insurance
        Risk".  This SOP,  effective for fiscal years  beginning  after June 15,
        1999,  provides guidance to both the insured and insurer on how to apply
        the deposit  method of accounting  when it is required for insurance and
        reinsurance  contracts that do not transfer insurance risk. The SOP does
        not address or change the  requirements  as to when  deposit  accounting
        should be applied.  SOP 98-7 applies to all  entities and all  insurance
        and reinsurance contracts that do not transfer insurance risk except for
        long-duration  life  and  health  insurance  contracts.  This SOP is not
        expected  to  have  a  material  impact  on the  Company's  consolidated
        financial statements.

        In December  1997,  the AICPA issued SOP 97-3,  "Accounting by Insurance
        and  Other  Enterprises  for  Insurance-Related  Assessments".  SOP 97-3
        provides  guidance for assessments  related to insurance  activities and
        requirements  for  disclosure  of  certain  information.   SOP  97-3  is
        effective for financial  statements  issued for periods  beginning after
        December 31, 1998. Restatement of previously issued financial statements
        is not required.  SOP 97-3 is not expected to have a material  impact on
        the Company's consolidated financial statements.

        Valuation of Investments

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value.  Fixed maturities,  which the Company has both the
        ability and the intent to hold to maturity,  are stated  principally  at
        amortized  cost. The amortized cost of fixed  maturities is adjusted for
        impairments in value deemed to be other than temporary.

        Valuation  allowances are netted  against the asset  categories to which
        they apply.

        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net  of  unamortized  discounts  and  valuation  allowances.   Valuation
        allowances are based on the present value of expected  future cash flows
        discounted  at  the  loan's  original  effective  interest  rate  or the
        collateral  value  if the  loan is  collateral  dependent.  However,  if
        foreclosure  is or becomes  probable,  the  measurement  method  used is
        collateral value.

        Real estate,  including real estate acquired in satisfaction of debt, is
        stated at  depreciated  cost less valuation  allowances.  At the date of
        foreclosure (including in-substance  foreclosure),  real estate acquired
        in satisfaction of debt is valued at estimated fair value. Impaired real
        estate is  written  down to fair value  with the  impairment  loss being
        included in investment gains (losses), net. Valuation allowances on real
        estate held for sale are computed using the lower of depreciated cost or
        current estimated fair value, net of disposition costs.  Depreciation is
        discontinued on real estate held for sale. Prior to the adoption of SFAS
        No. 121,  valuation  allowances  on real estate held for  production  of
        income were computed using the  forecasted  cash flows of the respective
        properties discounted at a rate equal to the Company's cost of funds.

        Policy loans are stated at unpaid principal balances.

        Partnerships  and joint venture  interests in which the Company does not
        have control or a majority  economic interest are reported on the equity
        basis of accounting  and are included  either with equity real estate or
        other equity investments, as appropriate.

        Common  stocks are carried at  estimated  fair value and are included in
        other equity investments.

        Short-term  investments are stated at amortized cost which  approximates
        fair value and are included with other invested assets.

                                      F-9
<PAGE>

        Cash and cash equivalents  includes cash on hand, amounts due from banks
        and highly liquid debt instruments  purchased with an original  maturity
        of three months or less.

        All securities are recorded in the consolidated  financial statements on
        a trade date basis.

        Net Investment Income,  Investment Gains, Net and Unrealized  Investment
        Gains (Losses)

        Net   investment   income  and  realized   investment   gains   (losses)
        (collectively,  "investment  results") related to certain  participating
        group annuity contracts which are passed through to the  contractholders
        are reflected as interest credited to policyholders' account balances.

        Realized   investment   gains   (losses)  are   determined  by  specific
        identification  and are presented as a component of revenue.  Changes in
        valuation allowances are included in investment gains (losses).

        Unrealized  investment  gains and losses on equity  securities and fixed
        maturities available for sale held by the Company are accounted for as a
        separate component of accumulated  comprehensive  income, net of related
        deferred  Federal income taxes,  amounts  attributable  to  discontinued
        operations,  participating  group annuity  contracts and deferred policy
        acquisition costs ("DAC") related to universal life and  investment-type
        products and participating traditional life contracts.

        Recognition of Insurance Income and Related Expenses

        Premiums from universal life and investment-type  contracts are reported
        as deposits to  policyholders'  account  balances.  Revenues  from these
        contracts   consist  of  amounts  assessed  during  the  period  against
        policyholders'   account   balances  for   mortality   charges,   policy
        administration charges and surrender charges. Policy benefits and claims
        that are  charged to expense  include  benefit  claims  incurred  in the
        period in excess of related policyholders' account balances.

        Premiums from participating and  non-participating  traditional life and
        annuity  policies with life  contingencies  generally are  recognized as
        income when due.  Benefits  and expenses are matched with such income so
        as to  result  in the  recognition  of  profits  over  the  life  of the
        contracts.  This match is  accomplished  by means of the  provision  for
        liabilities  for future policy  benefits and the deferral and subsequent
        amortization of policy acquisition costs.

        For  contracts  with a single  premium  or a limited  number of  premium
        payments due over a  significantly  shorter period than the total period
        over which  benefits are provided,  premiums are recorded as income when
        due with any  excess  profit  deferred  and  recognized  in  income in a
        constant  relationship  to  insurance  in force or, for  annuities,  the
        amount of expected future benefit payments.

        Premiums from individual  health contracts are recognized as income over
        the period to which the premiums  relate in  proportion to the amount of
        insurance protection provided.

        Deferred Policy Acquisition Costs

        The  costs  of  acquiring   new   business,   principally   commissions,
        underwriting,  agency and policy issue expenses,  all of which vary with
        and  are  primarily  related  to the  production  of new  business,  are
        deferred. DAC is subject to recoverability testing at the time of policy
        issue and loss recognition testing at the end of each accounting period.

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  25 to 35  years  and 5 to 17  years,  respectively)  as a
        constant  percentage of estimated gross profits arising principally from
        investment results,  mortality and expense margins and surrender charges
        based on historical and anticipated  future  experience,  updated at the
        end of each accounting  period. The effect on the amortization of DAC of
        revisions  to  estimated  gross  profits is reflected in earnings in the
        period such estimated  gross profits are revised.  The effect on the DAC
        asset that would result from realization of unrealized gains (losses) is
        recognized with an offset to accumulated other  comprehensive  income in
        consolidated shareholder's equity as of the balance sheet date.

                                      F-10
<PAGE>

        For participating  traditional life policies (substantially all of which
        are in the Closed Block),  DAC is amortized over the expected total life
        of the contract group (40 years) as a constant  percentage  based on the
        present  value of the  estimated  gross  margin  amounts  expected to be
        realized  over the life of the contracts  using the expected  investment
        yield. At December 31, 1998, the expected  investment  yield,  excluding
        policy loans, generally ranged from 7.29% grading to 6.5% over a 20 year
        period.   Estimated  gross  margin  includes  anticipated  premiums  and
        investment results less claims and administrative  expenses,  changes in
        the  net  level  premium  reserve  and  expected   annual   policyholder
        dividends.  The  effect  on the  amortization  of DAC  of  revisions  to
        estimated  gross  margins is  reflected  in  earnings in the period such
        estimated  gross  margins are revised.  The effect on the DAC asset that
        would result from realization of unrealized gains (losses) is recognized
        with an  offset to  accumulated  comprehensive  income  in  consolidated
        shareholder's equity as of the balance sheet date.

        For  non-participating  traditional  life and annuity policies with life
        contingencies,  DAC is amortized in proportion to anticipated  premiums.
        Assumptions  as to  anticipated  premiums  are  estimated at the date of
        policy  issue  and  are  consistently  applied  during  the  life of the
        contracts.   Deviations  from  estimated  experience  are  reflected  in
        earnings in the period such deviations  occur. For these contracts,  the
        amortization periods generally are for the total life of the policy.

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
        proportion to anticipated premium revenue at time of issue.

        Policyholders' Account Balances and Future Policy Benefits

        Policyholders'  account balances for universal life and  investment-type
        contracts are equal to the policy  account  values.  The policy  account
        values  represents  an  accumulation  of  gross  premium  payments  plus
        credited interest less expense and mortality charges and withdrawals.

        For  participating  traditional  life  policies,  future policy  benefit
        liabilities are calculated using a net level premium method on the basis
        of actuarial assumptions equal to guaranteed mortality and dividend fund
        interest  rates.  The  liability  for annual  dividends  represents  the
        accrual of annual dividends  earned.  Terminal  dividends are accrued in
        proportion to gross margins over the life of the contract.

        For non-participating traditional life insurance policies, future policy
        benefit  liabilities  are estimated  using a net level premium method on
        the basis of actuarial  assumptions  as to  mortality,  persistency  and
        interest established at policy issue.  Assumptions established at policy
        issue as to mortality and persistency are based on the Insurance Group's
        experience  which,  together  with  interest  and  expense  assumptions,
        includes a margin for adverse deviation. When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
        from 2.25% to 13.5% for annuity liabilities.

        During  the  fourth  quarter  of  1996  a  loss  recognition   study  of
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions,  such as expected mortality and future investment  returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
        and net earnings by $47.5 million ($73.0 million pre-tax).

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the  net  level  premium  method  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
        experience assumptions as to claim terminations, expenses and interest.

                                      F-11
<PAGE>

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized DAC of $145.0 million related to DI products issued prior to
        July 1993. The determination of DI reserves requires making  assumptions
        and estimates relating to a variety of factors,  including morbidity and
        interest  rates,  claims  experience and lapse rates based on then known
        facts and circumstances. Such factors as claim incidence and termination
        rates can be affected by changes in the economic,  legal and  regulatory
        environments and work ethic.  While management  believes its Pension Par
        and DI  reserves  have been  calculated  on a  reasonable  basis and are
        adequate,  there can be no  assurance  reserves  will be  sufficient  to
        provide for future liabilities.

        Claim  reserves and associated  liabilities  for individual DI and major
        medical  policies were $938.6 million and $886.7 million at December 31,
        1998 and  1997,  respectively.  Incurred  benefits  (benefits  paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical  policies   (excluding   reserve   strengthening  in  1996)  are
        summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Incurred benefits related to current year..........  $       202.1       $      190.2       $      189.0
        Incurred benefits related to prior years...........           22.2                2.1               69.1
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       224.3       $      192.3       $      258.1
                                                            =================   ================   =================

        Benefits paid related to current year..............  $        17.0       $       28.8       $       32.6
        Benefits paid related to prior years...............          155.4              146.2              153.3
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       172.4       $      175.0       $      185.9
                                                            =================   ================   =================
</TABLE>

        Policyholders' Dividends

        The amount of  policyholders'  dividends to be paid (including  those on
        policies  included  in the  Closed  Block)  is  determined  annually  by
        Equitable   Life's  board  of  directors.   The   aggregate   amount  of
        policyholders'  dividends  is  related  to actual  interest,  mortality,
        morbidity  and expense  experience  for the year and  judgment as to the
        appropriate level of statutory surplus to be retained by Equitable Life.

        At December 31, 1998,  participating  policies,  including  those in the
        Closed Block, represent  approximately 19.9% ($49.3 billion) of directly
        written life insurance in force, net of amounts ceded.

        Federal Income Taxes

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding  Company  and its  consolidated  subsidiaries.  Current  Federal
        income  taxes are charged or credited to  operations  based upon amounts
        estimated to be payable or recoverable as a result of taxable operations
        for the current year.  Deferred  income tax assets and  liabilities  are
        recognized based on the difference between financial  statement carrying
        amounts  and income tax bases of assets and  liabilities  using  enacted
        income tax rates and laws.

        Separate Accounts

        Separate  Accounts are established in conformity with the New York State
        Insurance Law and generally are not  chargeable  with  liabilities  that
        arise from any other business of the Insurance Group.  Separate Accounts
        assets  are  subject to General  Account  claims  only to the extent the
        value of such assets exceeds Separate Accounts liabilities.

                                      F-12
<PAGE>

        Assets  and  liabilities  of the  Separate  Accounts,  representing  net
        deposits  and  accumulated  net  investment  earnings  less  fees,  held
        primarily  for  the  benefit  of  contractholders,  and  for  which  the
        Insurance Group does not bear the investment risk, are shown as separate
        captions in the consolidated  balance sheets.  The Insurance Group bears
        the investment risk on assets held in one Separate  Account;  therefore,
        such assets are carried on the same basis as similar  assets held in the
        General Account  portfolio.  Assets held in the other Separate  Accounts
        are carried at quoted  market  values or,  where  quoted  values are not
        available,  at  estimated  fair values as  determined  by the  Insurance
        Group.

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1998, 1997 and 1996,  investment  results of
        such  Separate  Accounts  were $4,591.0  million,  $3,411.1  million and
        $2,970.6 million, respectively.

        Deposits to Separate  Accounts  are  reported as  increases  in Separate
        Accounts liabilities and are not reported in revenues. Mortality, policy
        administration  and  surrender  charges  on all  Separate  Accounts  are
        included in revenues.

        Employee Stock Option Plan

        The Company  accounts for stock  option  plans  sponsored by the Holding
        Company,   DLJ  and  Alliance  in  accordance  with  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees," and related  interpretations.  In accordance
        with the  Statement,  compensation  expense is  recorded  on the date of
        grant only if the current market price of the  underlying  stock exceeds
        the  option  price.  See Note 22 for the pro forma  disclosures  for the
        Holding Company,  DLJ and Alliance required by SFAS No. 123, "Accounting
        for Stock-Based Compensation".

                                      F-13
<PAGE>

 3)     INVESTMENTS

        The following tables provide  additional  information  relating to fixed
        maturities and equity securities:
<TABLE>
<CAPTION>

                                                                        Gross               Gross
                                                   Amortized          Unrealized         Unrealized          Estimated
                                                      Cost              Gains              Losses            Fair Value
                                                -----------------  -----------------   ----------------   -----------------
                                                                              (In Millions)
        <S>                                     <C>                 <C>                <C>                 <C>
        December 31, 1998
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,520.8      $       793.6       $      379.6       $    14,934.8
            Mortgage-backed....................        1,807.9               23.3                 .9             1,830.3
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,464.1              107.6                 .7             1,571.0
            States and political subdivisions..           55.0                9.9                -                  64.9
            Foreign governments................          363.3               20.9               30.0               354.2
            Redeemable preferred stock.........          242.7                7.0               11.2               238.5
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,453.8      $       962.3       $      422.4       $    18,993.7
                                                =================  =================   ================   =================

          Held to Maturity:  Corporate.........  $       125.0      $         -         $        -         $       125.0
                                                =================  =================   ================   =================

        Equity Securities:
          Common stock.........................  $        58.3      $       114.9       $       22.5       $       150.7
                                                =================  =================   ================   =================

        December 31, 1997
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    14,850.5      $       785.0       $       74.5       $    15,561.0
            Mortgage-backed....................        1,702.8               23.5                1.3             1,725.0
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,583.2               83.9                 .6             1,666.5
            States and political subdivisions..           52.8                6.8                 .1                59.5
            Foreign governments................          442.4               44.8                2.0               485.2
            Redeemable preferred stock.........          128.0                6.7                1.0               133.7
                                                -----------------  -----------------   ----------------   -----------------
        Total Available for Sale...............  $    18,759.7      $       950.7       $       79.5       $    19,630.9
                                                =================  =================   ================   =================

        Equity Securities:
          Common stock.........................  $       408.4      $        48.7       $       15.0       $       442.1
                                                =================  =================   ================   =================
</TABLE>

        For publicly traded fixed  maturities and equity  securities,  estimated
        fair  value  is  determined  using  quoted  market  prices.   For  fixed
        maturities  without a readily  ascertainable  market value,  the Company
        determines  an  estimated  fair  value  using  a  discounted  cash  flow
        approach,  including  provisions for credit risk, generally based on the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        values for equity  securities,  substantially all of which do not have a
        readily ascertainable market value, have been determined by the Company.
        Such estimated fair values do not  necessarily  represent the values for
        which  these  securities  could  have  been  sold  at the  dates  of the
        consolidated  balance sheets. At December 31, 1998 and 1997,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,539.9 million and $3,759.2 million,  respectively, had estimated fair
        values of $3,748.5 million and $3,903.9 million, respectively.

                                      F-14
<PAGE>

        The contractual maturity of bonds at December 31, 1998 is shown below:
<TABLE>
<CAPTION>

                                                                                        Available for Sale
                                                                                ------------------------------------
                                                                                   Amortized          Estimated
                                                                                     Cost             Fair Value
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>
        Due in one year or less................................................  $      324.8       $      323.4
        Due in years two through five..........................................       3,778.2            3,787.9
        Due in years six through ten...........................................       6,543.4            6,594.1
        Due after ten years....................................................       5,756.8            6,219.5
        Mortgage-backed securities.............................................       1,807.9            1,830.3
                                                                                ----------------   -----------------
        Total..................................................................  $   18,211.1       $   18,755.2
                                                                                ================   =================
</TABLE>

        Corporate  bonds held to maturity  with an amortized  cost and estimated
        fair value of $125.0 million are due in one year or less.

        Bonds not due at a single  maturity date have been included in the above
        table in the year of final maturity.  Actual maturities will differ from
        contractual  maturities  because borrowers may have the right to call or
        prepay obligations with or without call or prepayment penalties.

        The  Insurance  Group's fixed  maturity  investment  portfolio  includes
        corporate high yield  securities  consisting of public high yield bonds,
        redeemable  preferred  stocks and directly  negotiated debt in leveraged
        buyout  transactions.  The Insurance  Group seeks to minimize the higher
        than normal credit risks  associated  with such securities by monitoring
        concentrations  in any single  issuer or a  particular  industry  group.
        Certain of these corporate high yield securities are classified as other
        than  investment  grade by the various rating  agencies,  i.e., a rating
        below Baa or National  Association of Insurance  Commissioners  ("NAIC")
        designation of 3 (medium grade),  4 or 5 (below  investment  grade) or 6
        (in or near default).  At December 31, 1998,  approximately 15.1% of the
        $18,336.1 million aggregate  amortized cost of bonds held by the Company
        was considered to be other than investment grade.

        In  addition,  the  Insurance  Group is an equity  investor  in  limited
        partnership interests which primarily invest in securities considered to
        be other than investment grade.

        Fixed maturity  investments with  restructured or modified terms are not
        material.

        Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Balances, beginning of year........................  $       384.5       $      137.1       $      325.3
        SFAS No. 121 release...............................            -                  -               (152.4)
        Additions charged to income........................           86.2              334.6              125.0
        Deductions for writedowns and
          asset dispositions...............................         (240.1)             (87.2)            (160.8)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================

        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        34.3       $       55.8       $       50.4
          Equity real estate...............................          196.3              328.7               86.7
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       230.6       $      384.5       $      137.1
                                                            =================   ================   =================
</TABLE>

                                      F-15
<PAGE>

        At December 31, 1998, the carrying value of fixed  maturities  which are
        non-income  producing for the twelve months  preceding the  consolidated
        balance sheet date was $60.8 million.

        At  December  31,  1998 and 1997,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate")  had an  amortized  cost of $7.0  million  (0.2% of total
        mortgage loans on real estate) and $23.4 million (0.9% of total mortgage
        loans on real estate), respectively.

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $115.1
        million and $183.4 million at December 31, 1998 and 1997,  respectively.
        Gross interest income on restructured mortgage loans on real estate that
        would have been recorded in accordance  with the original  terms of such
        loans  amounted to $10.3  million,  $17.2  million and $35.5  million in
        1998, 1997 and 1996, respectively.  Gross interest income on these loans
        included in net investment income aggregated $8.3 million, $12.7 million
        and $28.2 million in 1998, 1997 and 1996, respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                         December 31,
                                                                            ----------------------------------------
                                                                                   1998                 1997
                                                                            -------------------  -------------------
                                                                                         (In Millions)
        <S>                                                                 <C>                  <C>
        Impaired mortgage loans with provision for losses..................  $        125.4       $        196.7
        Impaired mortgage loans without provision for losses...............             8.6                  3.6
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           134.0                200.3
        Provision for losses...............................................           (29.0)               (51.8)
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        105.0       $        148.5
                                                                            ===================  ===================
</TABLE>

        Impaired mortgage loans without provision for losses are loans where the
        fair value of the  collateral  or the net present  value of the expected
        future cash flows  related to the loan  equals or exceeds  the  recorded
        investment.  Interest income earned on loans where the collateral  value
        is used to measure  impairment  is recorded  on a cash  basis.  Interest
        income  on loans  where the  present  value  method  is used to  measure
        impairment  is accrued on the net  carrying  value amount of the loan at
        the  interest  rate used to  discount  the cash  flows.  Changes  in the
        present  value  attributable  to  changes  in the  amount  or  timing of
        expected cash flows are reported as investment gains or losses.

        During 1998, 1997 and 1996, respectively, the Company's average recorded
        investment in impaired mortgage loans was $161.3 million, $246.9 million
        and  $552.1  million.  Interest  income  recognized  on  these  impaired
        mortgage  loans totaled $12.3  million,  $15.2 million and $38.8 million
        ($.9 million, $2.3 million and $17.9 million recognized on a cash basis)
        for 1998, 1997 and 1996, respectively.

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1998 and 1997,  the  carrying  value of equity real estate
        held  for  sale  amounted  to  $836.2  million  and  $1,023.5   million,
        respectively. For 1998, 1997 and 1996, respectively, real estate of $7.1
        million,  $152.0 million and $58.7 million was acquired in  satisfaction
        of debt. At December 31, 1998 and 1997, the Company owned $552.3 million
        and  $693.3   million,   respectively,   of  real  estate   acquired  in
        satisfaction of debt.

        Depreciation  of real estate held for  production  of income is computed
        using the  straight-line  method over the estimated  useful lives of the
        properties,  which  generally  range  from 40 to 50  years.  Accumulated
        depreciation  on real estate was $374.8  million  and $541.1  million at
        December 31, 1998 and 1997,  respectively.  Depreciation expense on real
        estate totaled $30.5 million,  $74.9 million and $91.8 million for 1998,
        1997 and 1996, respectively.

                                      F-16
<PAGE>

 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial information for real estate joint ventures
        (25 and 29  individual  ventures  as of  December  31,  1998  and  1997,
        respectively) and for limited partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million or  greater  and an equity  interest  of 10% or  greater,  is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>
        BALANCE SHEETS
        Investments in real estate, at depreciated cost........................  $       913.7      $     1,700.9
        Investments in securities, generally at estimated fair value...........          636.9            1,374.8
        Cash and cash equivalents..............................................           85.9              105.4
        Other assets...........................................................          279.8              584.9
                                                                                ----------------   -----------------
        Total Assets...........................................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Borrowed funds - third party...........................................  $       367.1      $       493.4
        Borrowed funds - the Company...........................................           30.1               31.2
        Other liabilities......................................................          197.2              284.0
                                                                                ----------------   -----------------
        Total liabilities......................................................          594.4              808.6
                                                                                ----------------   -----------------

        Partners' capital......................................................        1,321.9            2,957.4
                                                                                ----------------   -----------------
        Total Liabilities and Partners' Capital................................  $     1,916.3      $     3,766.0
                                                                                ================   =================

        Equity in partners' capital included above.............................  $       312.9      $       568.5
        Equity in limited partnership interests not included above.............          442.1              331.8
        Other..................................................................             .7                4.3
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $       755.7      $       904.6
                                                                                ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       246.1       $      310.5       $      348.9
        Revenues of other limited partnership interests....          128.9              506.3              386.1
        Interest expense - third party.....................          (33.3)             (91.8)            (111.0)
        Interest expense - the Company.....................           (2.6)              (7.2)             (30.0)
        Other expenses.....................................         (197.0)            (263.6)            (282.5)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       142.1       $      454.2       $      311.5
                                                            =================   ================   =================

        Equity in net earnings included above..............  $        59.6       $       76.7       $       73.9
        Equity in net earnings of limited partnership
          interests not included above.....................           22.7               69.5               35.8
        Other..............................................            -                  (.9)                .9
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $        82.3       $      145.3       $      110.6
                                                            =================   ================   =================
</TABLE>

                                      F-17
<PAGE>

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

        The sources of net investment income are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Fixed maturities...................................  $     1,489.0       $    1,459.4       $    1,307.4
        Mortgage loans on real estate......................          235.4              260.8              303.0
        Equity real estate.................................          356.1              390.4              442.4
        Other equity investments...........................           83.8              156.9              122.0
        Policy loans.......................................          144.9              177.0              160.3
        Other investment income............................          185.7              181.7              217.4
                                                            -----------------   ----------------   -----------------

          Gross investment income..........................        2,494.9            2,626.2            2,552.5

          Investment expenses..............................         (266.8)            (343.4)            (348.9)
                                                            -----------------   ----------------   -----------------

        Net Investment Income..............................  $     2,228.1       $    2,282.8       $    2,203.6
                                                            =================   ================   =================
</TABLE>

        Investment  gains  (losses),  net,  including  changes in the  valuation
        allowances, are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Fixed maturities...................................  $       (24.3)      $       88.1       $       60.5
        Mortgage loans on real estate......................          (10.9)             (11.2)             (27.3)
        Equity real estate.................................           74.5             (391.3)             (79.7)
        Other equity investments...........................           29.9               14.1               18.9
        Sale of subsidiaries...............................           (2.6)             252.1                -
        Issuance and sales of Alliance Units...............           19.8                -                 20.6
        Issuance and sale of DLJ common stock..............           18.2                3.0                -
        Other..............................................           (4.4)               -                 (2.8)
                                                            -----------------   ----------------   -----------------
        Investment Gains (Losses), Net.....................  $       100.2       $      (45.2)      $       (9.8)
                                                            =================   ================   =================
</TABLE>

        Writedowns of fixed maturities amounted to $101.6 million, $11.7 million
        and $29.9 million for 1998, 1997 and 1996, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted to $136.4  million for 1997. In the fourth quarter of 1997, the
        Company  reclassified  $1,095.4 million  depreciated cost of equity real
        estate from real estate held for the production of income to real estate
        held for sale.  Additions to valuation allowances of $227.6 million were
        recorded upon these  transfers.  Additionally,  in fourth  quarter 1997,
        $132.3  million of  writedowns  on real  estate held for  production  of
        income were recorded.

        For 1998,  1997 and 1996,  respectively,  proceeds  received on sales of
        fixed maturities  classified as available for sale amounted to $15,961.0
        million,  $9,789.7 million and $8,353.5  million.  Gross gains of $149.3
        million,  $166.0  million and $154.2  million and gross  losses of $95.1
        million, $108.8 million and $92.7 million,  respectively,  were realized
        on these  sales.  The change in  unrealized  investment  gains  (losses)
        related to fixed  maturities  classified as available for sale for 1998,
        1997 and 1996 amounted to $(331.7) million,  $513.4 million and $(258.0)
        million, respectively.

        For 1998,  1997 and 1996,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $136.9  million,  $137.5
        million and $136.7 million, respectively.

                                      F-18
<PAGE>

        On June 10, 1997,  Equitable Life sold EREIM (other than its interest in
        Column Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend
        Lease"),  a  publicly  traded,   international  property  and  financial
        services  company based in Sydney,  Australia.  The total purchase price
        was $400.0  million and consisted of $300.0 million in cash and a $100.0
        million  note  which  was  paid  in  1998.  The  Company  recognized  an
        investment  gain of $162.4  million,  net of Federal income tax of $87.4
        million as a result of this  transaction.  Equitable  Life  entered into
        long-term   advisory   agreements   whereby  ERE  continues  to  provide
        substantially  the same services to Equitable Life's General Account and
        Separate Accounts, for substantially the same fees, as provided prior to
        the sale.

        Through  June  10,  1997  and for the  year  ended  December  31,  1996,
        respectively,  the businesses sold reported  combined  revenues of $91.6
        million and $226.1  million and combined  net earnings of $10.7  million
        and $30.7 million.

        In 1996,  Alliance  acquired the business of Cursitor  Holdings L.P. and
        Cursitor Holdings Limited  (collectively,  "Cursitor") for approximately
        $159.0  million.  The purchase price consisted of $94.3 million in cash,
        1.8 million of Alliance's  publicly traded units ("Alliance  Units"), 6%
        notes  aggregating  $21.5 million payable  ratably over four years,  and
        additional  consideration to be determined at a later date but currently
        estimated to not exceed $10.0 million. The excess of the purchase price,
        including  acquisition costs and minority interest,  over the fair value
        of  Cursitor's  net  assets  acquired  resulted  in the  recognition  of
        intangible assets consisting of costs assigned to contracts acquired and
        goodwill   of   approximately   $122.8   million   and  $38.3   million,
        respectively. The Company recognized an investment gain of $20.6 million
        as a result of the issuance of Alliance  Units in this  transaction.  On
        June 30,  1997,  Alliance  reduced the  recorded  value of goodwill  and
        contracts  associated with Alliance's  acquisition of Cursitor by $120.9
        million.   This  charge   reflected   Alliance's  view  that  Cursitor's
        continuing   decline  in  assets  under   management   and  its  reduced
        profitability,  resulting from relative investment underperformance,  no
        longer supported the carrying value of its investment.  As a result, the
        Company's  earnings from continuing  operations before cumulative effect
        of accounting change for 1997 included a charge of $59.5 million, net of
        a Federal  income tax benefit of $10.0 million and minority  interest of
        $51.4  million.  The  remaining  balance of  intangible  assets is being
        amortized  over its estimated  useful life of 20 years.  At December 31,
        1998, the Company's ownership of Alliance Units was approximately 56.7%.

                                      F-19
<PAGE>

        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets as a component of accumulated  comprehensive  income and
        the changes for the corresponding years, are summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Balance, beginning of year.........................  $       533.6       $      189.9       $      396.5
        Changes in unrealized investment gains (losses)....         (242.4)             543.3             (297.6)
        Changes in unrealized investment losses
          (gains) attributable to:
            Participating group annuity contracts..........           (5.7)              53.2                -
            DAC............................................           13.2              (89.0)              42.3
            Deferred Federal income taxes..................           85.4             (163.8)              48.7
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================

        Balance, end of year comprises:
          Unrealized investment gains on:
            Fixed maturities...............................  $       539.9       $      871.2       $      357.8
            Other equity investments.......................           92.4               33.7               31.6
            Other, principally Closed Block................          111.1               80.9               53.1
                                                            -----------------   ----------------   -----------------
              Total........................................          743.4              985.8              442.5
          Amounts of unrealized investment gains
            attributable to:
              Participating group annuity contracts........          (24.7)             (19.0)             (72.2)
              DAC..........................................         (127.8)            (141.0)             (52.0)
              Deferred Federal income taxes................         (206.8)            (292.2)            (128.4)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       384.1       $      533.6       $      189.9
                                                            =================   ================   =================
</TABLE>

 6)     ACCUMULATED OTHER COMPREHENSIVE INCOME

        Accumulated other comprehensive  income represents  cumulative gains and
        losses on items that are not reflected in earnings. The balances for the
        years 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Unrealized gains on investments....................  $       384.1       $      533.6       $      189.9
        Minimum pension liability..........................          (28.3)             (17.3)             (12.9)
                                                            -----------------   ----------------   -----------------
        Total Accumulated Other
          Comprehensive Income.............................  $       355.8       $      516.3       $      177.0
                                                            =================   ================   =================
</TABLE>

                                      F-20
<PAGE>

        The components of other  comprehensive  income for the years 1998,  1997
        and 1996 are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Net unrealized gains (losses) on investment
          securities:
          Net unrealized gains (losses) arising during
            the period.....................................  $      (186.1)      $      564.0       $     (249.8)
          Reclassification adjustment for (gains) losses
            included in net earnings.......................          (56.3)             (20.7)             (47.8)
                                                            -----------------   ----------------   -----------------

        Net unrealized gains (losses) on investment
          securities.......................................         (242.4)             543.3             (297.6)
        Adjustments for policyholder liabilities,
          DAC and deferred
          Federal income taxes.............................           92.9             (199.6)              91.0
                                                            -----------------   ----------------   -----------------
        Change in unrealized gains (losses), net of
          reclassification and adjustments.................         (149.5)             343.7             (206.6)
        Change in minimum pension liability................          (11.0)              (4.4)              22.2
                                                            -----------------   ----------------   -----------------
        Total Other Comprehensive Income...................  $      (160.5)      $      339.3       $     (184.4)
                                                            =================   ================   =================
</TABLE>

 7)     CLOSED BLOCK

        Summarized financial information for the Closed Block follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $4,149.0 and $4,059.4)...........................................  $    4,373.2         $    4,231.0
        Mortgage loans on real estate........................................       1,633.4              1,341.6
        Policy loans.........................................................       1,641.2              1,700.2
        Cash and other invested assets.......................................          86.5                282.0
        DAC..................................................................         676.5                775.2
        Other assets.........................................................         221.6                236.6
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    8,632.4         $    8,566.6
                                                                              =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances...........  $    9,013.1         $    8,993.2
        Other liabilities....................................................          63.9                 80.5
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    9,077.0         $    9,073.7
                                                                              =================    =================
</TABLE>

                                      F-21
<PAGE>

<TABLE>
<CAPTION>
                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>                 <C>                <C>
        Revenues
        Premiums and other revenue.........................  $       661.7       $      687.1       $      724.8
        Investment income (net of investment
          expenses of $15.5, $27.0 and $27.3)..............          569.7              574.9              546.6
        Investment losses, net.............................             .5              (42.4)              (5.5)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,231.9            1,219.6            1,265.9
                                                            -----------------   ----------------   -----------------

        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,082.0            1,066.7            1,106.3
        Other operating costs and expenses.................           62.8               50.4               34.6
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,144.8            1,117.1            1,140.9
                                                            -----------------   ----------------   -----------------

        Contribution from the Closed Block.................  $        87.1       $      102.5       $      125.0
                                                            =================   ================   =================
</TABLE>

        At December 31, 1998 and 1997, problem mortgage loans on real estate had
        an amortized  cost of $5.1 million and $8.1 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had an amortized  cost of $26.0 million and $70.5 million,
        respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Impaired mortgage loans with provision for losses......................  $        55.5      $       109.1
        Impaired mortgage loans without provision for losses...................            7.6                 .6
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           63.1              109.7
        Provision for losses...................................................          (10.1)             (17.4)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        53.0      $        92.3
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  Closed  Block's  average  recorded
        investment in impaired mortgage loans was $85.5 million,  $110.2 million
        and $153.8 million,  respectively.  Interest income  recognized on these
        impaired  mortgage  loans totaled $4.7  million,  $9.4 million and $10.9
        million  ($1.5  million,  $4.1 million and $4.7 million  recognized on a
        cash basis) for 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted to $11.1  million  and $18.5  million on
        mortgage  loans on real estate and $15.4  million  and $16.8  million on
        equity real estate at December  31, 1998 and 1997,  respectively.  As of
        January  1,  1996,  the  adoption  of  SFAS  No.  121  resulted  in  the
        recognition of impairment losses of $5.6 million on real estate held for
        production of income.  Writedowns of fixed  maturities  amounted to $3.5
        million and $12.8 million for 1997 and 1996, respectively. Writedowns of
        equity real estate  subsequent  to the adoption of SFAS No. 121 amounted
        to $28.8 million for 1997.

        In the fourth quarter of 1997, $72.9 million  depreciated cost of equity
        real estate held for  production  of income was  reclassified  to equity
        real estate held for sale.  Additions to valuation  allowances  of $15.4
        million were  recorded  upon these  transfers.  Additionally,  in fourth
        quarter  1997,  $28.8  million of  writedowns  on real  estate  held for
        production of income were recorded.

        Many  expenses  related  to  Closed  Block  operations  are  charged  to
        operations  outside of the Closed Block;  accordingly,  the contribution
        from the Closed Block does not represent the actual profitability of the
        Closed Block  operations.  Operating  costs and expenses  outside of the
        Closed Block are, therefore, disproportionate to the business outside of
        the Closed Block.

                                      F-22
<PAGE>

 8)     DISCONTINUED OPERATIONS

        Summarized financial information for discontinued operations follows:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Assets
        Mortgage loans on real estate........................................  $      553.9         $      635.2
        Equity real estate...................................................         611.0                874.5
        Other equity investments.............................................         115.1                209.3
        Other invested assets................................................          24.9                152.4
                                                                              -----------------    -----------------
          Total investments..................................................       1,304.9              1,871.4
        Cash and cash equivalents............................................          34.7                106.8
        Other assets.........................................................         219.0                243.8
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================

        Liabilities
        Policyholders' liabilities...........................................  $    1,021.7         $    1,048.3
        Allowance for future losses..........................................         305.1                259.2
        Amounts due to continuing operations.................................           2.7                572.8
        Other liabilities....................................................         229.1                341.7
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    1,558.6         $    2,222.0
                                                                              =================    =================
</TABLE>

<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>              <C>                 <C>
        Revenues
        Investment income (net of investment
          expenses of $63.3, $97.3 and $127.5).............  $       160.4       $      188.6       $      245.4
        Investment gains (losses), net.....................           35.7             (173.7)             (18.9)
        Policy fees, premiums and other income.............           (4.3)                .2                 .2
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................          191.8               15.1              226.7

        Benefits and other deductions......................          141.5              169.5              250.4
        Earnings added (losses charged) to allowance
          for future losses................................           50.3             (154.4)             (23.7)
                                                            -----------------   ----------------   -----------------
        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax earnings from releasing (loss from
          strengthening) of the allowance for future
          losses...........................................            4.2             (134.1)            (129.0)
        Federal income tax (expense) benefit...............           (1.5)              46.9               45.2
                                                            -----------------   ----------------   -----------------
        Earnings (Loss) from Discontinued Operations.......  $         2.7       $      (87.2)      $      (83.8)
                                                            =================   ================   =================
</TABLE>

        The Company's  quarterly process for evaluating the allowance for future
        losses  applies  the  current   period's  results  of  the  discontinued
        operations against the allowance, re-estimates future losses and adjusts
        the allowance,  if appropriate.  Additionally,  as part of the Company's
        annual planning  process which takes place in the fourth quarter of each
        year,  investment and benefit cash flow projections are prepared.  These
        updated  assumptions and estimates resulted in a release of allowance in
        1998 and strengthening of allowance in 1997 and 1996.

                                      F-23
<PAGE>

        In the fourth quarter of 1997, $329.9 million depreciated cost of equity
        real estate was reclassified from equity real estate held for production
        of  income  to  real  estate  held  for  sale.  Additions  to  valuation
        allowances  of $79.8  million  were  recognized  upon  these  transfers.
        Additionally,  in fourth  quarter  1997,  $92.5 million of writedowns on
        real estate held for production of income were recognized.

        Benefits and other deductions includes $26.6 million,  $53.3 million and
        $114.3  million of interest  expense  related to amounts  borrowed  from
        continuing operations in 1998, 1997 and 1996, respectively.

        Valuation  allowances  amounted  to $3.0  million  and $28.4  million on
        mortgage  loans on real estate and $34.8  million  and $88.4  million on
        equity real estate at December  31, 1998 and 1997,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        for production of income. Writedowns of equity real estate subsequent to
        the adoption of SFAS No. 121 amounted to $95.7 million and $12.3 million
        for 1997 and 1996, respectively.

        At December 31, 1998 and 1997, problem mortgage loans on real estate had
        amortized  costs of $1.1 million and $11.0  million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had  amortized  costs of $3.5 million and $109.4  million,
        respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                     <C>                <C>
        Impaired mortgage loans with provision for losses......................  $         6.7      $       101.8
        Impaired mortgage loans without provision for losses...................            8.5                 .2
                                                                                ----------------   -----------------
        Recorded investment in impaired mortgages..............................           15.2              102.0
        Provision for losses...................................................           (2.1)             (27.3)
                                                                                ----------------   -----------------
        Net Impaired Mortgage Loans............................................  $        13.1      $        74.7
                                                                                ================   =================
</TABLE>

        During  1998,  1997  and  1996,  the  discontinued  operations'  average
        recorded investment in impaired mortgage loans was $73.3 million,  $89.2
        million and $134.8 million, respectively.  Interest income recognized on
        these  impaired  mortgage  loans totaled $4.7 million,  $6.6 million and
        $10.1 million ($3.4 million, $5.3 million and $7.5 million recognized on
        a cash basis) for 1998, 1997 and 1996, respectively.

        At December  31, 1998 and 1997,  discontinued  operations  had  carrying
        values of $50.0 million and $156.2 million, respectively, of real estate
        acquired in satisfaction of debt.

                                      F-24
<PAGE>

 9)     SHORT-TERM AND LONG-TERM DEBT

        Short-term and long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              --------------------------------------
                                                                                    1998                 1997
                                                                              -----------------    -----------------
                                                                                          (In Millions)
        <S>                                                                    <C>                  <C>
        Short-term debt......................................................  $      179.3         $      422.2
                                                                              -----------------    -----------------
        Long-term debt:
        Equitable Life:
          6.95% surplus notes scheduled to mature 2005.......................         399.4                399.4
          7.70% surplus notes scheduled to mature 2015.......................         199.7                199.7
          Other..............................................................            .3                   .3
                                                                              -----------------    -----------------
              Total Equitable Life...........................................         599.4                599.4
                                                                              -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 5.91% - 12.00%, due through 2017...................         392.2                676.6
                                                                              -----------------    -----------------
        Alliance:
          Other..............................................................          10.8                 18.5
                                                                              -----------------    -----------------
        Total long-term debt.................................................       1,002.4              1,294.5
                                                                              -----------------    -----------------

        Total Short-term and Long-term Debt..................................  $    1,181.7         $    1,716.7
                                                                              =================    =================
</TABLE>

        Short-term Debt

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying  interest rates and expires in September
        2000. The interest rates are based on external indices  dependent on the
        type of  borrowing  and at December  31, 1998 range from 5.23% to 7.75%.
        There were no borrowings  outstanding under this bank credit facility at
        December 31, 1998.

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable  Life's  existing  $350.0  million  bank credit  facility.  At
        December  31,  1998,  there were no  borrowings  outstanding  under this
        program.

        During  July 1998,  Alliance  entered  into a $425.0  million  five-year
        revolving  credit  facility  with a  group  of  commercial  banks  which
        replaced a $250.0 million revolving credit facility. Under the facility,
        the  interest  rate,  at the  option of  Alliance,  is a  floating  rate
        generally  based upon a defined prime rate, a rate related to the London
        Interbank  Offered Rate  ("LIBOR") or the Federal Funds Rate. A facility
        fee is payable on the total facility.  During  September 1998,  Alliance
        increased the size of its  commercial  paper program from $250.0 million
        to $425.0  million.  Borrowings  from these two  sources  may not exceed
        $425.0 million in the aggregate.  The revolving credit facility provides
        backup liquidity for commercial paper issued under Alliance's commercial
        paper  program  and can be used as a direct  source  of  borrowing.  The
        revolving credit facility contains  covenants which require Alliance to,
        among other things,  meet certain  financial  ratios. As of December 31,
        1998, Alliance had commercial paper outstanding  totaling $179.5 million
        at an  effective  interest  rate of 5.5% and  there  were no  borrowings
        outstanding under Alliance's revolving credit facility.

        Long-term Debt

        Several of the long-term  debt  agreements  have  restrictive  covenants
        related  to the total  amount of debt,  net  tangible  assets  and other
        matters. The Company is in compliance with all debt covenants.

                                      F-25
<PAGE>

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $640.2  million and  $1,164.0  million at December 31, 1998
        and  1997,  respectively,  as  collateral  for  certain  short-term  and
        long-term debt.

        At December 31, 1998,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1999 and the succeeding
        four years are $322.8 million,  $6.9 million, $1.7 million, $1.8 million
        and $2.0 million, respectively, and $668.0 million thereafter.

10)     FEDERAL INCOME TAXES

        A  summary  of the  Federal  income  tax  expense  in  the  consolidated
        statements of earnings is shown below:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Federal income tax expense (benefit):
          Current..........................................  $       283.3       $      186.5       $       97.9
          Deferred.........................................           69.8              (95.0)             (88.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        The Federal income taxes  attributable  to  consolidated  operations are
        different from the amounts determined by multiplying the earnings before
        Federal  income  taxes and  minority  interest by the  expected  Federal
        income  tax  rate of 35%.  The  sources  of the  difference  and the tax
        effects of each are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Expected Federal income tax expense................  $       414.3       $      234.7       $       73.0
        Non-taxable minority interest......................          (33.2)             (38.0)             (28.6)
        Adjustment of tax audit reserves...................           16.0              (81.7)               6.9
        Equity in unconsolidated subsidiaries..............          (39.3)             (45.1)             (32.3)
        Other..............................................           (4.7)              21.6               (9.3)
                                                            -----------------   ----------------   -----------------
        Federal Income Tax Expense.........................  $       353.1       $       91.5       $        9.7
                                                            =================   ================   =================
</TABLE>

        The components of the net deferred Federal income taxes are as follows:
<TABLE>
<CAPTION>

                                                       December 31, 1998                  December 31, 1997
                                                ---------------------------------  ---------------------------------
                                                    Assets         Liabilities         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)
        <S>                                      <C>              <C>               <C>               <C>
        Compensation and related benefits......  $     235.3      $        -        $      257.9      $       -
        Other..................................         27.8               -                30.7              -
        DAC, reserves and reinsurance..........          -               231.4               -              222.8
        Investments............................          -               364.4               -              405.7
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     263.1      $      595.8      $      288.6      $     628.5
                                                ===============  ================  ===============   ===============
</TABLE>

                                      F-26
<PAGE>

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
        and the tax effects of each are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                   <C>              <C>                <C>
        DAC, reserves and reinsurance......................  $        (7.7)      $       46.2       $     (156.2)
        Investments........................................           46.8             (113.8)              78.6
        Compensation and related benefits..................           28.6                3.7               22.3
        Other..............................................            2.1              (31.1)             (32.9)
                                                            -----------------   ----------------   -----------------
        Deferred Federal Income Tax
          Expense (Benefit)................................  $        69.8       $      (95.0)      $      (88.2)
                                                            =================   ================   =================
</TABLE>

        The Internal  Revenue Service (the "IRS") is in the process of examining
        the Holding  Company's  consolidated  Federal income tax returns for the
        years 1992 through 1996.  Management  believes these audits will have no
        material adverse effect on the Company's results of operations.

11)     REINSURANCE AGREEMENTS

        The Insurance Group assumes and cedes  reinsurance  with other insurance
        companies.  The Insurance Group evaluates the financial condition of its
        reinsurers to minimize its exposure to significant losses from reinsurer
        insolvencies. Ceded reinsurance does not relieve the originating insurer
        of  liability.  The  effect of  reinsurance  (excluding  group  life and
        health) is summarized as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Direct premiums....................................  $       438.8       $      448.6       $      461.4
        Reinsurance assumed................................          203.6              198.3              177.5
        Reinsurance ceded..................................          (54.3)             (45.4)             (41.3)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       588.1       $      601.5       $      597.6
                                                            =================   ================   =================

        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        75.7       $       61.0       $       48.2
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        85.9       $       70.6       $       54.1
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        39.5       $       36.4       $       32.3
                                                            =================   ================   =================
</TABLE>

        Beginning in May 1997, the Company began  reinsuring on a yearly renewal
        term basis 90% of the  mortality  risk on new  issues of  certain  term,
        universal  and  variable  life  products.  During  1996,  the  Company's
        retention  limit on joint  survivorship  policies was increased to $15.0
        million.  Effective  January 1, 1994,  all in force  business above $5.0
        million was  reinsured.  The Insurance  Group also  reinsures the entire
        risk on  certain  substandard  underwriting  risks as well as in certain
        other cases.

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $1.3 million,
        $1.6  million and $2.4  million for 1998,  1997 and 1996,  respectively.
        Ceded death and disability benefits totaled $15.6 million,  $4.3 million
        and $21.2  million  for 1998,  1997 and  1996,  respectively.  Insurance
        liabilities  ceded totaled $560.3 million and $593.8 million at December
        31, 1998 and 1997, respectively.

                                      F-27
<PAGE>

12)     EMPLOYEE BENEFIT PLANS

        The Company sponsors  qualified and non-qualified  defined benefit plans
        covering   substantially  all  employees  (including  certain  qualified
        part-time employees), managers and certain agents. The pension plans are
        non-contributory.  Equitable Life's benefits are based on a cash balance
        formula or years of service  and final  average  earnings,  if  greater,
        under certain grandfathering rules in the plans. Alliance's benefits are
        based on years of  credited  service,  average  final  base  salary  and
        primary social  security  benefits.  The Company's  funding policy is to
        make the minimum contribution required by the Employee Retirement Income
        Security Act of 1974 ("ERISA").

        Components  of net periodic  pension cost (credit) for the qualified and
        non-qualified plans are as follows:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Service cost.......................................  $        33.2       $       32.5       $       33.8
        Interest cost on projected benefit obligations.....          129.2              128.2              120.8
        Actual return on assets............................         (175.6)            (307.6)            (181.4)
        Net amortization and deferrals.....................            6.1              166.6               43.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension Cost (Credit).................  $        (7.1)      $       19.7       $       16.6
                                                            =================   ================   =================
</TABLE>

        The  plan's  projected  benefit   obligation  under  the  qualified  and
        non-qualified plans was comprised of:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Benefit obligation, beginning of year..................................  $    1,801.3       $    1,765.5
        Service cost...........................................................          33.2               32.5
        Interest cost..........................................................         129.2              128.2
        Actuarial (gains) losses...............................................         108.4              (15.5)
        Benefits paid..........................................................        (138.7)            (109.4)
                                                                                ----------------   -----------------
        Benefit Obligation, End of Year........................................  $    1,933.4       $    1,801.3
                                                                                ================   =================
</TABLE>

        The funded status of the qualified and non-qualified pension plans is as
        follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Plan assets at fair value, beginning of year...........................  $    1,867.4       $    1,626.0
        Actual return on plan assets...........................................         338.9              307.5
        Contributions..........................................................           -                 30.0
        Benefits paid and fees.................................................        (123.2)             (96.1)
                                                                                ----------------   -----------------
        Plan assets at fair value, end of year.................................       2,083.1            1,867.4
        Projected benefit obligations..........................................       1,933.4            1,801.3
                                                                                ----------------   -----------------
        Projected benefit obligations less than plan assets....................         149.7               66.1
        Unrecognized prior service cost........................................          (7.5)              (9.9)
        Unrecognized net loss from past experience different
          from that assumed....................................................          38.7               95.0
        Unrecognized net asset at transition...................................           1.5                3.1
                                                                                ----------------   -----------------
        Prepaid  Pension Cost..................................................  $      182.4       $      154.3
                                                                                ================   =================
</TABLE>

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.0% and 3.83%, respectively,  at December 31, 1998 and
        7.25% and 4.07%,  respectively,  at December 31, 1997.  As of January 1,
        1998 and 1997,  the expected  long-term rate of return on assets for the
        retirement plan was 10.25%.

                                      F-28
<PAGE>

        The  Company  recorded,  as  a  reduction  of  shareholders'  equity  an
        additional minimum pension liability of $28.3 million and $17.3 million,
        net  of  Federal   income   taxes,   at  December  31,  1998  and  1997,
        respectively,  primarily  representing  the  excess  of the  accumulated
        benefit  obligation  of the  qualified  pension  plan  over the  accrued
        liability.

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of group
        trusts managed by Alliance.

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $31.8 million,
        $33.2 million and $34.7 million for 1998, 1997 and 1996, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company (i) on or after attaining
        age 55 who  have at  least  10  years  of  service  or (ii) on or  after
        attaining  age 65 or (iii) whose jobs have been  abolished  and who have
        attained age 50 with 20 years of service.  The life  insurance  benefits
        are related to age and salary at retirement. The costs of postretirement
        benefits are  recognized in accordance  with the  provisions of SFAS No.
        106. The Company  continues to fund  postretirement  benefits costs on a
        pay-as-you-go  basis and,  for 1998,  1997 and 1996,  the  Company  made
        estimated  postretirement  benefits  payments  of $28.4  million,  $18.7
        million and $18.9 million, respectively.

        The  following  table  sets  forth the  postretirement  benefits  plan's
        status,  reconciled to amounts recognized in the Company's  consolidated
        financial statements:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                  <C>                 <C>                <C>
        Service cost.......................................  $         4.6       $        4.5       $        5.3
        Interest cost on accumulated postretirement
          benefits obligation..............................           33.6               34.7               34.6
        Net amortization and deferrals.....................             .5                1.9                2.4
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        38.7       $       41.1       $       42.3
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
       <S>                                                                      <C>                <C>
        Accumulated postretirement benefits obligation, beginning
          of year..............................................................  $      490.8       $      388.5
        Service cost...........................................................           4.6                4.5
        Interest cost..........................................................          33.6               34.7
        Contributions and benefits paid........................................         (28.4)              72.1
        Actuarial (gains) losses...............................................         (10.2)              (9.0)
                                                                                ----------------   -----------------
        Accumulated postretirement benefits obligation, end of year............         490.4              490.8
        Unrecognized prior service cost........................................          31.8               40.3
        Unrecognized net loss from past experience different
          from that assumed and from changes in assumptions....................        (121.2)            (140.6)
                                                                                ----------------   -----------------
        Accrued Postretirement Benefits Cost...................................  $      401.0       $      390.5
                                                                                ================   =================
</TABLE>

        Since January 1, 1994,  costs to the Company for providing these medical
        benefits  available  to  retirees  under  age 65 are the  same as  those
        offered to active employees and medical benefits will be limited to 200%
        of 1993 costs for all participants.

                                      F-29
<PAGE>

        The  assumed   health  care  cost  trend  rate  used  in  measuring  the
        accumulated   postretirement  benefits  obligation  was  8.0%  in  1998,
        gradually  declining  to 2.5% in the year  2009,  and in 1997 was 8.75%,
        gradually declining to 2.75% in the year 2009. The discount rate used in
        determining the accumulated  postretirement benefits obligation was 7.0%
        and 7.25% at December 31, 1998 and 1997, respectively.

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be  increased  4.83%.  The effect of this change on the sum of the
        service  cost and  interest  cost would be an increase of 4.57%.  If the
        health  care  cost  trend  rate  assumptions  were  decreased  by 1% the
        accumulated  postretirement  benefits obligation as of December 31, 1998
        would be decreased by 5.6%.  The effect of this change on the sum of the
        service cost and interest cost would be a decrease of 5.4%.

13)     DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS

        Derivatives

        The Insurance Group primarily uses derivatives for asset/liability  risk
        management and for hedging individual securities. Derivatives mainly are
        utilized to reduce the  Insurance  Group's  exposure  to  interest  rate
        fluctuations.  Accounting for interest rate swap  transactions  is on an
        accrual   basis.   Gains  and  losses  related  to  interest  rate  swap
        transactions are amortized as yield  adjustments over the remaining life
        of the underlying  hedged  security.  Income and expense  resulting from
        interest rate swap  activities are reflected in net  investment  income.
        The  notional  amount of  matched  interest  rate swaps  outstanding  at
        December  31,  1998 and  1997,  respectively,  was  $880.9  million  and
        $1,353.4  million.  The average  unexpired  terms at  December  31, 1998
        ranged from 1 month to 4.3 years.  At  December  31,  1998,  the cost of
        terminating  swaps in a loss position was $8.0 million.  Equitable  Life
        has implemented an interest rate cap program designed to hedge crediting
        rates  on   interest-sensitive   individual  annuities  contracts.   The
        outstanding notional amounts at December 31, 1998 of contracts purchased
        and sold were $8,450.0 million and $875.0 million, respectively. The net
        premium paid by Equitable Life on these  contracts was $54.8 million and
        is being amortized ratably over the contract periods ranging from 1 to 5
        years.  Income and expense  resulting from this program are reflected as
        an adjustment to interest credited to policyholders' account balances.

        Substantially  all of DLJ's  activities  related to derivatives  are, by
        their nature trading  activities  which are primarily for the purpose of
        customer accommodations.  DLJ enters into certain contractual agreements
        referred to as derivatives or  off-balance-sheet  financial  instruments
        involving  futures,  forwards and options.  DLJ's derivative  activities
        consist of writing  over-the-counter  ("OTC") options to accommodate its
        customer  needs,  trading in forward  contracts in U.S.  government  and
        agency  issued or  guaranteed  securities  and in futures  contracts  on
        equity-based  indices,  interest rate  instruments  and  currencies  and
        issuing   structured   products  based  on  emerging  market   financial
        instruments  and  indices.  DLJ's  involvement  in  swap  contracts  and
        commodity derivative instruments is not significant.

        Fair Value of Financial Instruments

        The Company  defines  fair value as the quoted  market  prices for those
        instruments  that are  actively  traded in financial  markets.  In cases
        where quoted market prices are not available,  fair values are estimated
        using  present  value  or other  valuation  techniques.  The fair  value
        estimates  are made at a  specific  point in  time,  based on  available
        market  information  and  judgments  about  the  financial   instrument,
        including  estimates  of the timing and amount of  expected  future cash
        flows and the credit standing of  counterparties.  Such estimates do not
        reflect any premium or discount that could result from offering for sale
        at one time the  Company's  entire  holdings of a  particular  financial
        instrument,  nor do they consider the tax impact of the  realization  of
        unrealized  gains or losses.  In many  cases,  the fair value  estimates
        cannot be  substantiated by comparison to independent  markets,  nor can
        the  disclosed  value  be  realized  in  immediate   settlement  of  the
        instrument.

        Certain  financial  instruments  are  excluded,  particularly  insurance
        liabilities  other than financial  guarantees and investment  contracts.
        Fair market  value of  off-balance-sheet  financial  instruments  of the
        Insurance Group was not material at December 31, 1998 and 1997.

                                      F-30
<PAGE>

        Fair  values  for  mortgage  loans  on  real  estate  are  estimated  by
        discounting  future contractual cash flows using interest rates at which
        loans with similar  characteristics  and credit  quality  would be made.
        Fair values for foreclosed mortgage loans and problem mortgage loans are
        limited to the  estimated  fair value of the  underlying  collateral  if
        lower.

        Fair values of policy loans are estimated by discounting  the face value
        of the  loans  from the time of the next  interest  rate  review  to the
        present,  at a rate equal to the excess of the current  estimated market
        rates over the current interest rate charged on the loan.

        The estimated fair values for the Company's  association plan contracts,
        supplementary contracts not involving life contingencies  ("SCNILC") and
        annuities  certain,   which  are  included  in  policyholders'   account
        balances,   and  guaranteed   interest  contracts  are  estimated  using
        projected cash flows  discounted at rates  reflecting  expected  current
        offering rates.

        The  estimated  fair values for variable  deferred  annuities and single
        premium   deferred   annuities   ("SPDA"),   which   are   included   in
        policyholders'  account  balances,  are  estimated  by  discounting  the
        account  value back from the time of the next  crediting  rate review to
        the present,  at a rate equal to the excess of current  estimated market
        rates offered on new policies over the current crediting rates.

        Fair values for long-term debt are  determined  using  published  market
        values, where available,  or contractual cash flows discounted at market
        interest rates. The estimated fair values for non-recourse mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate which
        takes  into  account  the level of  current  market  interest  rates and
        collateral  risk. The estimated  fair values for recourse  mortgage debt
        are  determined by  discounting  contractual  cash flows at a rate based
        upon  current  interest  rates of other  companies  with credit  ratings
        similar to the  Company.  The  Company's  carrying  value of  short-term
        borrowings approximates their estimated fair value.

        The following  table  discloses  carrying value and estimated fair value
        for financial instruments not otherwise disclosed in Notes 3, 7 and 8:
<TABLE>
<CAPTION>

                                                                           December 31,
                                                --------------------------------------------------------------------
                                                              1998                               1997
                                                ---------------------------------  ---------------------------------
                                                   Carrying         Estimated         Carrying         Estimated
                                                    Value          Fair Value          Value           Fair Value
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (In Millions)
        <S>                                     <C>              <C>               <C>               <C>
        Consolidated Financial Instruments:
        Mortgage loans on real estate..........  $    2,809.9     $     2,961.8     $     2,611.4     $    2,822.8
        Other limited partnership interests....         562.6             562.6             509.4            509.4
        Policy loans...........................       2,086.7           2,370.7           2,422.9          2,493.9
        Policyholders' account balances -
          investment contracts.................      12,892.0          13,396.0          12,611.0         12,714.0
        Long-term debt.........................       1,002.4           1,025.2           1,294.5          1,257.0

        Closed Block Financial Instruments:
        Mortgage loans on real estate..........       1,633.4           1,703.5           1,341.6          1,420.7
        Other equity investments...............          56.4              56.4              86.3             86.3
        Policy loans...........................       1,641.2           1,929.7           1,700.2          1,784.2
        SCNILC liability.......................          25.0              25.0              27.6             30.3

        Discontinued Operations Financial
        Instruments:
        Mortgage loans on real estate..........         553.9             599.9             655.5            779.9
        Fixed maturities.......................          24.9              24.9              38.7             38.7
        Other equity investments...............         115.1             115.1             209.3            209.3
        Guaranteed interest contracts..........          37.0              34.0              37.0             34.0
        Long-term debt.........................         147.1             139.8             296.4            297.6
</TABLE>

                                      F-31
<PAGE>

14)     COMMITMENTS AND CONTINGENT LIABILITIES

        The Company  has  provided,  from time to time,  certain  guarantees  or
        commitments  to  affiliates,  investors and others.  These  arrangements
        include commitments by the Company,  under certain  conditions:  to make
        capital  contributions of up to $142.9 million to affiliated real estate
        joint  ventures;  and to provide  equity  financing  to certain  limited
        partnerships of $287.3 million at December 31, 1998, under existing loan
        or loan commitment agreements.

        Equitable  Life  is the  obligor  under  certain  structured  settlement
        agreements  which  it  had  entered  into  with  unaffiliated  insurance
        companies  and  beneficiaries.  To satisfy its  obligations  under these
        agreements,  Equitable  Life owns  single  premium  annuities  issued by
        previously wholly owned life insurance subsidiaries.  Equitable Life has
        directed  payment  under  these  annuities  to be made  directly  to the
        beneficiaries under the structured settlement  agreements.  A contingent
        liability exists with respect to these agreements  should the previously
        wholly  owned   subsidiaries  be  unable  to  meet  their   obligations.
        Management  believes the satisfaction of those  obligations by Equitable
        Life is remote.

        The Insurance  Group had $24.7 million of letters of credit  outstanding
        at December 31, 1998.

15)     LITIGATION

        Major Medical Insurance Cases

        Equitable Life agreed to settle,  subject to court approval,  previously
        disclosed cases involving  lifetime  guaranteed  renewable major medical
        insurance  policies issued by Equitable Life in five states.  Plaintiffs
        in these cases  claimed that  Equitable  Life's  method for  determining
        premium  increases  breached the terms of certain  forms of the policies
        and was  misrepresented.  In certain cases  plaintiffs also claimed that
        Equitable Life  misrepresented  to policyholders  that premium increases
        had been  approved  by  insurance  departments,  and that it  determined
        annual  rate  increases  in a  manner  that  discriminated  against  the
        policyholders.

        In December 1997,  Equitable  Life entered into a settlement  agreement,
        subject  to  court  approval,  which  would  result  in  creation  of  a
        nationwide class consisting of all persons holding,  and paying premiums
        on, the  policies  at any time since  January 1, 1988 and the  dismissal
        with prejudice of the pending  actions and the resolution of all similar
        claims on a nationwide basis.  Under the terms of the settlement,  which
        involves   approximately  127,000  former  and  current   policyholders,
        Equitable  Life would pay $14.2  million in exchange  for release of all
        claims and will provide future relief to certain  current  policyholders
        by  restricting  future premium  increases,  estimated to have a present
        value of $23.3 million.  This estimate is based upon  assumptions  about
        future events that cannot be predicted  with  certainty and  accordingly
        the actual value of the future  relief may vary.  In October  1998,  the
        court entered a judgment  approving  the  settlement  agreement  and, in
        November, a member of the national class filed a notice of appeal of the
        judgment. In January 1999, the Court of Appeals granted Equitable Life's
        motion to dismiss the appeal.

        Life Insurance and Annuity Sales Cases

        A number of lawsuits  are  pending as  individual  claims and  purported
        class  actions  against  Equitable  Life  and its  subsidiary  insurance
        companies Equitable Variable Life Insurance Company ("EVLICO," which was
        merged into Equitable Life effective  January 1, 1997) and The Equitable
        of Colorado,  Inc. ("EOC").  These actions involve,  among other things,
        sales of life and annuity  products for varying periods from 1980 to the
        present,    and   allege,    among   other   things,    sales   practice
        misrepresentation  primarily  involving:  the number of premium payments
        required;  the  propriety  of a product as an  investment  vehicle;  the
        propriety  of a product as a  replacement  of an  existing  policy;  and
        failure to  disclose a product as life  insurance.  Some  actions are in
        state  courts  and  others  are  in  U.S.  District  Courts  in  varying
        jurisdictions,  and are in varying  stages of discovery  and motions for
        class certification.

                                      F-32
<PAGE>

        In general,  the plaintiffs  request an  unspecified  amount of damages,
        punitive damages,  enjoinment from the described practices,  prohibition
        against  cancellation  of policies for  non-payment  of premium or other
        remedies, as well as attorneys' fees and expenses.  Similar actions have
        been filed against  other life and health  insurers and have resulted in
        the  award of  substantial  judgments,  including  material  amounts  of
        punitive damages, or in substantial settlements. Although the outcome of
        litigation cannot be predicted with certainty, particularly in the early
        stages  of an  action,  The  Equitable's  management  believes  that the
        ultimate  resolution  of these cases should not have a material  adverse
        effect on the  financial  position  of The  Equitable.  The  Equitable's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not any such  litigation  will have a material  adverse effect on The
        Equitable's results of operations in any particular period.

        Discrimination Case

        Equitable Life is a defendant in an action,  certified as a class action
        in September  1997, in the United States District Court for the Northern
        District of Alabama, Southern Division, involving alleged discrimination
        on the basis of race against  African-American  applicants and potential
        applicants  in hiring  individuals  as sales agents.  Plaintiffs  seek a
        declaratory  judgment and  affirmative and negative  injunctive  relief,
        including  the  payment of  back-pay,  pension  and other  compensation.
        Although the outcome of litigation  cannot be predicted with  certainty,
        The Equitable's management believes that the ultimate resolution of this
        matter  should  not have a  material  adverse  effect  on the  financial
        position of The Equitable.  The  Equitable's  management  cannot make an
        estimate  of loss,  if any,  or predict  whether or not such matter will
        have a material adverse effect on The Equitable's  results of operations
        in any particular period.

        Alliance Capital

        In July 1995, a class action  complaint was filed against Alliance North
        American  Government  Income  Trust,  Inc.  (the  "Fund"),  Alliance and
        certain other defendants affiliated with Alliance, including the Holding
        Company,  alleging  violations  of Federal  securities  laws,  fraud and
        breach of fiduciary  duty in connection  with the Fund's  investments in
        Mexican and Argentine  securities.  The original complaint was dismissed
        in 1996;  on appeal,  the  dismissal  was  affirmed.  In  October  1996,
        plaintiffs  filed a  motion  for  leave  to file an  amended  complaint,
        alleging  the  Fund  failed  to  hedge  against  currency  risk  despite
        representations  that it would do so, the Fund did not properly disclose
        that it planned to invest in mortgage-backed  derivative  securities and
        two Fund  advertisements  misrepresented  the risks of  investing in the
        Fund. In October 1998,  the U.S. Court of Appeals for the Second Circuit
        issued an order granting plaintiffs' motion to file an amended complaint
        alleging  that the Fund  misrepresented  its  ability  to hedge  against
        currency  risk  and  denying  plaintiffs'  motion  to  file  an  amended
        complaint  containing the other allegations.  Alliance believes that the
        allegations in the amended complaint,  which was filed in February 1999,
        are without merit and intends to defend itself vigorously  against these
        claims.  While the ultimate  outcome of this matter cannot be determined
        at this time,  Alliance's management does not expect that it will have a
        material adverse effect on Alliance's results of operations or financial
        condition.

        DLJSC

        DLJSC is a defendant  along with certain other parties in a class action
        complaint  involving the underwriting of units,  consisting of notes and
        warrants  to  purchase  common  shares,  of Rickel  Home  Centers,  Inc.
        ("Rickel"), which filed a voluntary petition for reorganization pursuant
        to Chapter 11 of the Bankruptcy  Code. The complaint  seeks  unspecified
        compensatory  and punitive  damages from DLJSC, as an underwriter and as
        an owner of 7.3% of the common stock,  for alleged  violation of Federal
        securities  laws and  common  law fraud for  alleged  misstatements  and
        omissions contained in the prospectus and registration statement used in
        the offering of the units.  DLJSC is defending itself vigorously against
        all the allegations contained in the complaint. Although there can be no
        assurance,  DLJ's  management does not believe that the ultimate outcome
        of  this  litigation  will  have a  material  adverse  effect  on  DLJ's
        consolidated  financial  condition.  Due  to the  early  stage  of  this
        litigation,  based on the information  currently  available to it, DLJ's
        management  cannot predict  whether or not such  litigation  will have a
        material adverse effect on DLJ's results of operations in any particular
        period.

                                      F-33
<PAGE>

        DLJSC is a defendant in a purported  class action filed in a Texas State
        Court on behalf  of the  holders  of $550  million  principal  amount of
        subordinated   redeemable   discount   debentures  of  National   Gypsum
        Corporation  ("NGC").  The debentures were canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        litigation   seeks   compensatory   and  punitive  damages  for  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        proceedings.  Trial is  expected  in early May 1999.  DLJSC  intends  to
        defend itself  vigorously  against all the allegations  contained in the
        complaint. Although there can be no assurance, DLJ's management does not
        believe  that  the  ultimate  outcome  of this  litigation  will  have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a  defendant  in a  complaint  which  alleges  that DLJSC and a
        number of other financial institutions and several individual defendants
        violated civil provisions of RICO by inducing  plaintiffs to invest over
        $40 million in The Securities  Groups,  a number of tax shelter  limited
        partnerships,  during the years 1978 through 1982. The  plaintiffs  seek
        recovery of the loss of their  entire  investment  and an  approximately
        equivalent  amount of  tax-related  damages.  Judgment for damages under
        RICO are subject to  trebling.  Discovery  is  complete.  Trial has been
        scheduled  for May 17,  1999.  DLJSC  believes  that it has  meritorious
        defenses  to the  complaints  and will  continue  to  contest  the suits
        vigorously.  Although there can be no assurance,  DLJ's  management does
        not believe that the  ultimate  outcome of this  litigation  will have a
        material adverse effect on DLJ's consolidated financial condition. Based
        upon the information  currently available to it, DLJ's management cannot
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        DLJSC is a defendant  along with certain  other  parties in four actions
        involving Mid-American Waste Systems, Inc. ("Mid-American"), which filed
        a voluntary  petition for  reorganization  pursuant to Chapter 11 of the
        Bankruptcy  Code  in  January  1997.   Three  actions  seek  rescission,
        compensatory and punitive damages for DLJSC's role in underwriting notes
        of Mid-American.  The other action,  filed by the Plan Administrator for
        the bankruptcy  estate of Mid-American,  alleges that DLJSC is liable as
        an  underwriter  for alleged  misrepresentations  and  omissions  in the
        prospectus   for  the  notes,   and  liable  as  financial   advisor  to
        Mid-American  for  allegedly  failing to advise  Mid-American  about its
        financial condition.  DLJSC believes that it has meritorious defenses to
        the  complaints  and will  continue  to  contest  the suits  vigorously.
        Although there can be no assurance,  DLJ's  management  does not believe
        that the  ultimate  outcome  of this  litigation  will  have a  material
        adverse effect on DLJ's  consolidated  financial  condition.  Based upon
        information  currently  available to it, DLJ's management cannot predict
        whether or not such  litigation  will have a material  adverse effect on
        DLJ's results of operations in any particular period.

        Other Matters

        In addition to the matters  described above, the Holding Company and its
        subsidiaries  are involved in various legal actions and  proceedings  in
        connection  with their  businesses.  Some of the actions and proceedings
        have been brought on behalf of various  alleged classes of claimants and
        certain of these  claimants seek damages of unspecified  amounts.  While
        the ultimate outcome of such matters cannot be predicted with certainty,
        in the opinion of management no such matter is likely to have a material
        adverse  effect on the  Company's  consolidated  financial  position  or
        results of operations.

16)     LEASES

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1999 and the succeeding  four years are $98.7 million,  $92.7
        million,  $73.4 million, $59.9 million, $55.8 million and $550.1 million
        thereafter. Minimum future sublease rental income on these noncancelable
        leases  for 1999 and the  succeeding  four years is $7.6  million,  $5.6
        million,  $4.6  million,  $2.3  million,  $2.3 million and $25.4 million
        thereafter.

                                      F-34
<PAGE>

        At December 31, 1998, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1999
        and the succeeding four years is $189.2 million,  $177.0 million, $165.5
        million, $145.4 million, $122.8 million and $644.7 million thereafter.

17)     OTHER OPERATING COSTS AND EXPENSES

        Other operating costs and expenses consisted of the following:
<TABLE>
<CAPTION>

                                                                  1998               1997                1996
                                                            -----------------   ----------------   -----------------
                                                                                 (In Millions)
        <S>                                                 <C>                 <C>                <C>
        Compensation costs.................................  $       772.0       $      721.5       $      704.8
        Commissions........................................          478.1              409.6              329.5
        Short-term debt interest expense...................           26.1               31.7                8.0
        Long-term debt interest expense....................           84.6              121.2              137.3
        Amortization of policy acquisition costs...........          292.7              287.3              405.2
        Capitalization of policy acquisition costs.........         (609.1)            (508.0)            (391.9)
        Rent expense, net of sublease income...............          100.0              101.8              113.7
        Cursitor intangible assets writedown...............            -                120.9                -
        Other..............................................        1,056.8              917.9              769.1
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     2,201.2       $    2,203.9       $    2,075.7
                                                            =================   ================   =================
</TABLE>

        During 1997 and 1996,  the Company  restructured  certain  operations in
        connection with cost reduction  programs and recorded pre-tax provisions
        of $42.4  million and $24.4  million,  respectively.  The  amounts  paid
        during 1998,  associated  with cost  reduction  programs,  totaled $22.6
        million.  At December 31, 1998,  the  liabilities  associated  with cost
        reduction  programs  amounted to $39.4 million.  The 1997 cost reduction
        program  included costs related to employee  termination and exit costs.
        The 1996 cost reduction program included  restructuring costs related to
        the consolidation of insurance operations' service centers. Amortization
        of DAC in 1996 included a $145.0  million  writeoff of DAC related to DI
        contracts.

18)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financial
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1998, 1997 and 1996,  statutory net
        income (loss)  totaled  $384.4  million,  $(351.7)  million and $(351.1)
        million,  respectively.  Statutory  surplus,  capital  stock  and  Asset
        Valuation  Reserve ("AVR") totaled $4,728.0 million and $3,907.1 million
        at December 31, 1998 and 1997, respectively. No dividends have been paid
        by Equitable Life to the Holding Company to date.

        At December 31, 1998, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $25.6  million  of  securities
        deposited with such government or state agencies.

        The differences  between  statutory surplus and capital stock determined
        in accordance  with Statutory  Accounting  Principles  ("SAP") and total
        shareholders' equity on a GAAP basis are primarily  attributable to: (a)
        inclusion  in  SAP  of  an  AVR  intended  to  stabilize   surplus  from
        fluctuations in the value of the investment portfolio; (b) future policy
        benefits and policyholders'  account balances under SAP differ from GAAP
        due  to  differences   between   actuarial   assumptions  and  reserving
        methodologies;  (c) certain policy  acquisition costs are expensed under
        SAP but deferred under GAAP and amortized over future periods to achieve
        a matching of  revenues  and  expenses;  (d)  Federal  income  taxes are
        generally  accrued  under SAP based upon  revenues  and  expenses in the
        Federal  income tax return while under GAAP deferred  taxes are provided
        for timing differences  between recognition of revenues and expenses for
        financial  reporting  and income tax  purposes;  (e) valuation of assets
        under SAP and GAAP  differ due to  different  investment  valuation  and
        depreciation methodologies,  as well as the deferral of interest-related
        realized capital gains and losses on fixed income  investments;  and (f)
        differences  in  the  accrual   methodologies  for  post-employment  and
        retirement benefit plans.

                                      F-35
<PAGE>

19)     BUSINESS SEGMENT INFORMATION

        The Company's  operations consist of Insurance and Investment  Services.
        The  Company's  management  evaluates the  performance  of each of these
        segments  independently  and  allocates  resources  based on current and
        future   requirements   of  each  segment.   Management   evaluates  the
        performance  of each segment based upon  operating  results  adjusted to
        exclude the effect of unusual or  non-recurring  events and transactions
        and  certain  revenue  and  expense  categories  not related to the base
        operations  of  the  particular   business  net  of  minority  interest.
        Information for all periods is presented on a comparable basis.

        Intersegment  investment  advisory and other fees of approximately $61.8
        million,  $84.1  million  and $129.2  million  for 1998,  1997 and 1996,
        respectively,  are included in total revenues of the Investment Services
        segment.   These  fees,   excluding   amounts  related  to  discontinued
        operations of $.5 million, $4.2 million and $13.3 million for 1998, 1997
        and 1996, respectively, are eliminated in consolidation.

        The following  tables  reconcile each  segment's  revenues and operating
        earnings to total  revenues  and  earnings  from  continuing  operations
        before Federal income taxes and cumulative  effect of accounting  change
        as reported on the consolidated statements of earnings and the segments'
        assets to total assets on the consolidated balance sheets, respectively.
<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>
        1998
        Segment revenues.....................  $     4,029.8     $    1,438.4       $        (5.7)    $    5,462.5
        Investment gains.....................           64.8             35.4                 -              100.2
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     4,094.6     $    1,473.8       $        (5.7)    $    5,562.7
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       688.6     $      284.3       $         -       $      972.9
        Investment gains , net of
          DAC and other charges..............           41.7             27.7                 -               69.4
        Pre-tax minority interest............            -              141.5                 -              141.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       730.3     $      453.5       $         -       $    1,183.8
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    75,626.0     $   12,379.2       $       (64.4)    $   87,940.8
                                              ===============   =================  ===============   ================


        1997
        Segment revenues.....................  $     3,990.8     $    1,200.0       $       (7.7)     $    5,183.1
        Investment gains (losses)............         (318.8)           255.1                -               (63.7)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,672.0     $    1,455.1       $       (7.7)     $    5,119.4
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       507.0     $      258.3       $        -        $      765.3
        Investment gains (losses), net of
          DAC and other charges..............         (292.5)           252.7                -               (39.8)
        Non-recurring costs and expenses.....          (41.7)          (121.6)               -              (163.3)
        Pre-tax minority interest............            -              108.5                -               108.5
                                              ---------------   -----------------  ---------------   ----------------
        Earnings from Continuing
          Operations.........................  $       172.8     $      497.9       $        -        $      670.7
                                              ===============   =================  ===============   ================

        Total Assets.........................  $    67,762.4     $   13,691.4       $      (96.1)     $   81,357.7
                                              ===============   =================  ===============   ================
</TABLE>

                                      F-36
<PAGE>

<TABLE>
<CAPTION>

                                                                   Investment
                                                Insurance           Services        Elimination           Total
                                              ---------------   -----------------  ---------------   ----------------
                                                                          (In Millions)
        <S>                                    <C>               <C>                <C>               <C>
        1996
        Segment revenues.....................  $     3,789.1     $    1,105.5       $       (12.6)    $    4,882.0
        Investment gains (losses)............          (30.3)            20.5                 -               (9.8)
                                              ---------------   -----------------  ---------------   ----------------
        Total Revenues.......................  $     3,758.8     $    1,126.0       $       (12.6)    $    4,872.2
                                              ===============   =================  ===============   ================

        Pre-tax operating earnings...........  $       337.1     $      224.6       $         -       $      561.7
        Investment gains (losses), net of
          DAC and other charges..............          (37.2)            16.9                 -              (20.3)
        Reserve strengthening and DAC
          writeoff...........................         (393.0)             -                   -             (393.0)
        Non-recurring costs and
          expenses...........................          (22.3)            (1.1)                -              (23.4)
        Pre-tax minority interest............            -               83.6                 -               83.6
                                              ---------------   -----------------  ---------------   ----------------
        Earnings (Loss) from
          Continuing Operations..............  $      (115.4)    $      324.0       $         -       $      208.6
                                              ===============   =================  ===============   ================
</TABLE>

20)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The  quarterly  results of operations  for 1998 and 1997 are  summarized
        below:
<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                       ------------------------------------------------------------------------------
                                           March 31           June 30           September 30          December 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                       (In Millions)
        <S>                            <C>                <C>                 <C>                  <C>
        1998
        Total Revenues................  $     1,470.2      $     1,422.9       $    1,297.6         $    1,372.0
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       212.8      $       197.0       $      136.8         $      158.9
                                       =================  =================   ==================   ==================

        Net Earnings..................  $       213.3      $       198.3       $      137.5         $      159.1
                                       =================  =================   ==================   ==================

        1997
        Total Revenues................  $     1,266.0      $     1,552.8       $    1,279.0         $    1,021.6
                                       =================  =================   ==================   ==================

        Earnings from Continuing
          Operations before
          Cumulative Effect
          of Accounting Change........  $       117.4      $       222.5       $      145.1         $       39.4
                                       =================  =================   ==================   ==================

        Net Earnings (Loss)...........  $       114.1      $       223.1       $      144.9         $      (44.9)
                                       =================  =================   ==================   ==================
</TABLE>

        Net earnings for the three  months  ended  December 31, 1997  includes a
        charge of $212.0 million related to additions to valuation allowances on
        and   writeoffs   of  real  estate  of  $225.2   million,   and  reserve
        strengthening  on  discontinued  operations of $84.3 million offset by a
        reversal of prior years tax reserves of $97.5 million.

                                      F-37
<PAGE>

21)     INVESTMENT IN DLJ

        At December  31,  1998,  the  Company's  ownership  of DLJ  interest was
        approximately  32.5%. The Company's  ownership  interest will be further
        reduced  upon  the  issuance  of  common  stock  after  the  vesting  of
        forfeitable  restricted  stock units  acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
        shares of DLJ common stock through February 2000.

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
        balance sheets.

        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
        Company's carrying value of DLJ, are as follows:
<TABLE>
<CAPTION>

                                                                                           December 31,
                                                                                ------------------------------------
                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Assets:
        Trading account securities, at market value............................  $   13,195.1       $   16,535.7
        Securities purchased under resale agreements...........................      20,063.3           22,628.8
        Broker-dealer related receivables......................................      34,264.5           28,159.3
        Other assets...........................................................       4,759.3            3,182.0
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        Liabilities:
        Securities sold under repurchase agreements............................  $   35,775.6       $   36,006.7
        Broker-dealer related payables.........................................      26,161.5           26,127.2
        Short-term and long-term debt..........................................       3,997.6            3,249.5
        Other liabilities......................................................       3,219.8            2,860.9
                                                                                ----------------   -----------------
        Total liabilities......................................................      69,154.5           68,244.3
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0              200.0
        Total shareholders' equity.............................................       2,927.7            2,061.5
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   72,282.2       $   70,505.8
                                                                                ================   =================

        DLJ's equity as reported...............................................  $    2,927.7       $    2,061.5
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.7               23.5
        The Holding Company's equity ownership in DLJ..........................      (1,002.4)            (740.2)
        Minority interest in DLJ...............................................      (1,118.2)            (729.3)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      830.8       $      615.5
                                                                                ================   =================
</TABLE>

                                      F-38
<PAGE>

        Summarized  statements of earnings information for DLJ reconciled to the
        Company's equity in earnings of DLJ is as follows:
<TABLE>
<CAPTION>

                                                                                     1998                1997
                                                                                ----------------   -----------------
                                                                                           (In Millions)
        <S>                                                                      <C>                <C>
        Commission, fees and other income......................................  $    3,184.7       $    2,430.7
        Net investment income..................................................       2,189.1            1,652.1
        Dealer, trading and investment gains, net..............................          33.2              557.7
                                                                                ----------------   -----------------
        Total revenues.........................................................       5,407.0            4,640.5
        Total expenses including income taxes..................................       5,036.2            4,232.2
                                                                                ----------------   -----------------
        Net earnings...........................................................         370.8              408.3
        Dividends on preferred stock...........................................          21.3               12.2
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      349.5       $      396.1
                                                                                ================   =================

        DLJ's earnings applicable to common shares as reported.................  $      349.5       $      396.1
        Amortization of cost in excess of net assets acquired in 1985..........           (.8)              (1.3)
        The Holding Company's equity in DLJ's earnings.........................        (136.8)            (156.8)
        Minority interest in DLJ...............................................         (99.5)            (109.1)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $      112.4       $      128.9
                                                                                ================   =================
</TABLE>

22)     ACCOUNTING FOR STOCK-BASED COMPENSATION

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for  certain  employees.  The  Company  has elected to continue to
        account for  stock-based  compensation  using the intrinsic value method
        prescribed  in APB No.  25. Had  compensation  expense  for the  Holding
        Company,  DLJ and  Alliance  Stock  Option  Incentive  Plan options been
        determined  based  on SFAS  No.  123's  fair  value  based  method,  the
        Company's  pro forma net  earnings  for 1998,  1997 and 1996  would have
        been:
<TABLE>
<CAPTION>

                                                                        1998              1997             1996
                                                                   ---------------   ---------------  ---------------
                                                                                     (In Millions)
       <S>                                                          <C>               <C>              <C>
        Net Earnings:
          As reported.............................................  $      708.2      $     437.2      $       10.3
          Pro forma...............................................         678.4            426.3               3.3
</TABLE>

        The fair values of options  granted after  December 31, 1994,  used as a
        basis  for the above pro forma  disclosures,  were  estimated  as of the
        dates of grant using the Black-Scholes  option pricing model. The option
        pricing assumptions for 1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>

                                    Holding Company                      DLJ                            Alliance
                             ------------------------------ ------------------------------- ----------------------------------
                               1998      1997       1996      1998       1997      1996       1998       1997         1996
                             --------- ---------- --------- ---------- -------------------- ---------------------- -----------

        <S>                  <C>        <C>       <C>        <C>        <C>       <C>        <C>        <C>         <C>
        Dividend yield......  0.32%      0.48%     0.80%      0.69%      0.86%     1.54%      6.50%      8.00%       8.00%

        Expected volatility.   28%        20%       20%        40%        33%       25%        29%        26%         23%

        Risk-free interest
          rate..............  5.48%      5.99%     5.92%      5.53%      5.96%     6.07%      4.40%      5.70%       5.80%

        Expected life
          in years..........    5          5         5          5          5         5         7.2        7.2         7.4

        Weighted average
          fair value per
          option at
          grant-date........  $22.64    $12.25     $6.94     $16.27     $10.81     $4.03      $3.86      $2.18       $1.35
</TABLE>

                                      F-39
<PAGE>

        A summary of the Holding Company,  DLJ and Alliance's option plans is as
        follows:
<TABLE>
<CAPTION>

                                        Holding Company                     DLJ                         Alliance
                                  ----------------------------- ----------------------------- -----------------------------
                                                    Weighted                      Weighted                     Weighted
                                                    Average                       Average                       Average
                                                    Exercise                      Exercise                     Exercise
                                                    Price of                      Price of                     Price of
                                      Shares        Options         Shares        Options         Units         Options
                                  (In Millions)   Outstanding   (In Millions)   Outstanding   (In Millions)   Outstanding
                                  --------------- ------------- --------------- ------------- -----------------------------
       <S>                              <C>          <C>             <C>         <C>               <C>          <C>
        Balance as of
          January 1, 1996........       6.7           $20.27         18.4         $13.50            9.6          $ 8.86
          Granted................        .7           $24.94          4.2         $16.27            1.4          $12.56
          Exercised..............       (.1)          $19.91          -                             (.8)         $ 6.82
          Expired................       -                             -                             -
          Forfeited..............       (.6)          $20.21          (.4)        $13.50            (.2)         $ 9.66
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1996......       6.7           $20.79         22.2         $14.03           10.0          $ 9.54
          Granted................       3.2           $41.85          6.4         $30.54            2.2          $18.28
          Exercised..............      (1.6)          $20.26          (.2)        $16.01           (1.2)         $ 8.06
          Forfeited..............       (.4)          $23.43          (.2)        $13.79            (.4)         $10.64
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1997......       7.9           $29.05         28.2         $17.78           10.6          $11.41
          Granted................       4.3           $66.26          1.5         $38.59            2.8          $26.28
          Exercised..............      (1.1)          $21.18         (1.4)        $14.91            (.9)         $ 8.91
          Forfeited..............       (.4)          $47.01          (.1)        $17.31            (.2)         $13.14
                                  ---------------               -------------                 ---------------

        Balance as of
          December 31, 1998......      10.7           $44.00         28.2         $19.04           12.3          $14.94
                                  ===============               =============                 ===============
</TABLE>

                                      F-40
<PAGE>

        Information  about options  outstanding  and exercisable at December 31,
        1998 is as follows:
<TABLE>
<CAPTION>

                                             Options Outstanding                          Options Exercisable
                             ----------------------------------------------------  -----------------------------------
                                                    Weighted
                                                    Average         Weighted                             Weighted
              Range of             Number          Remaining         Average             Number           Average
              Exercise          Outstanding       Contractual       Exercise          Exercisable        Exercise
               Prices          (In Millions)      Life (Years)        Price          (In Millions)         Price
        --------------------------------------- ----------------- ----------------  ------------------- ---------------

               Holding
               Company
        ----------------------
        <S>                        <C>                 <C>           <C>                <C>                <C>
        $18.125    -$27.75           3.7               5.19           $20.97              3.0              $20.33
        $28.50     -$45.25           3.0               8.68           $41.79              -
        $50.63     -$66.75           2.1               9.21           $52.73              -
        $81.94     -$82.56           1.9               9.62           $82.56              -
                              -----------------                                    -------------------
        $18.125    -$82.56          10.7               7.75           $44.00              3.0              $20.33
                              ================= ================= ================  ==================== ==============

                 DLJ
        ----------------------
        $13.50    -$25.99           22.3               7.1            $14.59             21.4              $15.05
        $26.00    -$38.99            5.0               8.8            $33.94              -
        $39.00    -$52.875            .9               9.4            $44.65              -
                              -----------------                                    -------------------
        $13.50    -$52.875          28.2               7.5            $19.04             21.4              $15.05
                              ================= ================== ==============  ===================== =============

              Alliance
        ----------------------
        $ 3.03    -$ 9.69            3.1               4.5            $ 8.03              2.4              $ 7.57
        $ 9.81    -$10.69            2.0               5.3            $10.05              1.6              $10.07
        $11.13    -$13.75            2.4               7.5            $11.92              1.0              $11.77
        $18.47    -$18.78            2.0               9.0            $18.48               .4              $18.48
        $22.50    -$26.31            2.8               9.9            $26.28              -                  -
                              -----------------                                    -------------------
        $  3.03   -$26.31           12.3               7.2            $14.94              5.4              $ 9.88
                              ================= =================== =============  ===================== =============
</TABLE>


                                      F-41



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