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

A combination variable and fixed deferred
annuity contract


PROSPECTUS DATED OCTOBER 18, 1999

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WHAT IS THE EQUITABLE ACCUMULATOR EXPRESS?

Equitable Accumulator Express 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 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 and the fixed maturity options ("investment options"). This
contract may not currently be available in all states.

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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 Companies
o BT Equity 500 Index               o Morgan Stanley Emerging
o BT Small Company Index                Markets Equity
o BT International Equity Index     o EQ/Putnam Growth & Income Value
o Capital Guardian U.S. Equity      o EQ/Putnam Investors Growth
o Capital Guardian Research         o EQ/Putnam International Equity
o Capital Guardian International
- -----------------------------------------------------------------------

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 we set. We make a market value
adjustment (up or down) if you make transfers or withdrawals from a fixed
maturity option before its maturity date.

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."

A contribution of at least $50 is required 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

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EQUITABLE ACCUMULATOR EXPRESS(SM)

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

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FEE TABLE                                                                     10
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Examples                                                                      13

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1
CONTRACT FEATURES AND BENEFITS                                                15
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How you can purchase and contribute to your contract                          15
Owner and annuitant requirements                                              17
How you can make your contributions                                           17
What are your investment options under the
  contract?                                                                   17
Allocating your contributions                                                 20
Your right to cancel within a certain number of days                          21

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2
DETERMINING YOUR CONTRACT'S VALUE                                            22
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Your account value                                                           22
Your contract's value in the variable investment options                     22
Your contract's value in the fixed maturity options                          22

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3
TRANSFERRING YOUR MONEY AMONG THE
  VARIABLE INVESTMENT OPTIONS                                                 23
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Transferring your account value                                               23
Dollar cost averaging your account value                                      23
Rebalancing your account value                                                23

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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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4
ACCESSING YOUR MONEY                                                          25
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Withdrawing your account value                                                25
How withdrawals are taken from your account value                             26
Surrendering your contract to receive its cash value                          26
When to expect payments                                                       26
Choosing your annuity payout options                                          27

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5
CHARGES AND EXPENSES                                                          30
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Charges that Equitable Life deducts                                           30
Charges that the EQ Advisors Trusts deducts                                   31
Group or sponsored arrangements                                               32
Other distribution arrangements                                               32

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6
PAYMENT OF DEATH BENEFIT                                                      33
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Your beneficiary and payment of benefit                                       33
How death benefit payment is made                                             33
Beneficiary continuation option for Rollover IRA and
  Flexible Premium IRA contracts                                              34

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7
TAX INFORMATION                                                               35
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Overview                                                                      35
Transfers among investment options                                            35
Taxation of nonqualified annuities                                            35
Special rules for NQ contracts issued in Puerto Rico                          36
Individual retirement arrangements (IRAs)                                     37
Federal and state income tax withholding and
  information reporting                                                       47
Impact of taxes to Equitable Life                                             48

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8
MORE INFORMATION                                                              49
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About our Separate Account No. 49                                             49
About EQ Advisors Trust                                                       49
About our fixed maturity options                                              50
About the general account                                                     51
About other methods of payment                                                51
Dates and prices at which contract events occur                               52
About your voting rights                                                      53
About our year 2000 progress                                                  53
About legal proceedings                                                       54
About our independent accountants                                             54
Transfers of ownership, collateral assignments, loans,
  and borrowing                                                               54
Distribution of the contracts                                                 54

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9
INVESTMENT PERFORMANCE                                                        56
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Benchmarks                                                                    56
Communicating performance data                                                65

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10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                               67
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APPENDIX
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Market value adjustment example                                              A-1

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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

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

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

                                                PAGE
 account value                                   22
 annuitant                                       15
 annuity payout options                          27
 beneficiary                                     33
 business day                                    52
 cash value                                      22
 conduit IRA                                     41
 contract date                                    9
 contract date anniversary                        9
 contract year                                    9
 contributions to Roth IRAs                      44
    regular contributions                        44
    rollover contributions                       45
    conversion contributions                     45
    direct custodian-to-custodian
     transfers                                   45
 contributions to traditional IRAs               37
    regular contributions                        38
    rollover contributions                       41
    direct custodian-to-custodian
     transfers                                   40
 fixed maturity amount                           19
 fixed maturity options                          19
 Flexible Premium IRA                          cover
 Flexible Premium Roth IRA                     cover
 IRA                                             37
 IRS                                             35
 investment options                              17
 market adjusted amount                          20
 market value adjustment                         20
 maturity value                                  19
 minimum death benefit                           33
 NQ                                              35
 portfolio                                     cover
 processing office                                6
 rate to maturity                                19
 Required Beginning Date                         41
 Rollover IRA                                  cover
 Roth Conversion IRA                           cover
 Roth IRA                                        44
 SAI                                           cover
 SEC                                           cover
 TOPS                                             6
 traditional IRA                                 37
 unit                                            22
 variable investment options                     17

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?

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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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6 WHO IS EQUITABLE LIFE?
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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 Express
P.O. Box 13014
Newark, NJ 07188-0014

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FOR CONTRIBUTIONS SENT BY EXPRESS DELIVERY:
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Equitable Accumulator Express
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:
- --------------------------------------------------------------------------------
Equitable Accumulator Express
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:
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Equitable Accumulator Express
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);

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:
- --------------------------------------------------------------------------------

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:
- --------------------------------------------------------------------------------
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) contract surrender and withdrawal requests;

(6) tax withholding election; and

(7) 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

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) dollar cost averaging;

(3) rebalancing;

(4) substantially equal withdrawals;

(5) systematic withdrawals; and

(6) 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 EXPRESS AT A GLANCE -- KEY FEATURES
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- --------------------------------------------------------------------------------

Equitable Accumulator Express
at a glance -- key features


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
<S>                      <C>
PROFESSIONAL             Equitable Accumulator Express' 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.
- -------------------------------------------------------------------------------------------------------------------------
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 variable 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), 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.
- -------------------------------------------------------------------------------------------------------------------------
CONTRIBUTION AMOUNTS     Minimum: $50 ($20 under our automatic investment program)

                         Maximum contribution limitations may apply.
- -------------------------------------------------------------------------------------------------------------------------
ACCESS TO YOUR MONEY     o Lump sum withdrawals

                         o Several withdrawal options on a periodic basis

                         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(R) payout options
- ------------------------------------------------------------------------------------------------------------------------
ADDITIONAL FEATURES      o Dollar cost averaging

                         o Automatic investment program

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

                         o Unlimited free transfers
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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                      EQUITABLE ACCUMULATOR EXPRESS AT GLANCE -- KEY FEATURES  9
- --------------------------------------------------------------------------------


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


<TABLE>
- -------------------------------------------------------------------------------------------------------------------------
<S>                      <C>
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 0.95%.

                         o If your account value at the end of the contract year is less than $25,000 for NQ contracts
                           (or less than $20,000 for IRA contracts), 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 for NQ contracts (or $20,000 or more for IRA contracts), 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 10% of your account value. We use the account
                           value on the most recent contract date anniversary to calculate the 10% amount available.
                           The charge begins at 7% in the first contract year following a contribution. It declines 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."
                           ------------------------------------------------------------------------------------------------
                         o We deduct a charge for taxes such as premium taxes 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 and advisory 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, Flexible Premium Roth IRA, and Roth Conversion IRA: 20-83
                         Flexible Premium IRA: 20-70
- -------------------------------------------------------------------------------------------------------------------------

</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
Equitable associate, or call us, if you have any questions.

<PAGE>

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10  FEE TABLE
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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 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. 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>
Mortality and expense risks(1)                                                            0.70%
Administrative(2)                                                                         0.25%
                                                                                          -----
Total annual expenses                                                                     0.95%

- ---------------------------------------------------------------------------------------------------------------------
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 for NQ
  contracts (or less than $20,000 for IRA contracts)                                      $30
 If your account value on a contract date anniversary is $25,000 or more for NQ
  contracts (or $20,000 or more for IRA contracts)                                        $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             Contract
your contract or make certain withdrawals. The withdrawal charge percentage we use is      year
determined by the contract year in which you make the withdrawal or surrender               1................   7.00%
your contract. For each contribution, we consider the contract year in which we             2................   6.00%
receive that contribution to be "contract year 1")(4)                                       3................   5.00%
                                                                                            4................   4.00%
                                                                                            5................   3.00%
                                                                                            6................   2.00%
                                                                                            7................   1.00%
                                                                                            8+...............   0.00%
</TABLE>

<PAGE>

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


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(5)          12B-1 FEES(6)          LIMITATION)(7)       LIMITATION)(8)
- ----------------------------------------------------------------------------------------------------------------------------
<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 death benefit.

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

(3)  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 10% free
     withdrawal amount, and upon surrender of a contract.

(5)  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.

(6)  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.

<PAGE>

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


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


(7)  The amounts shown as "Other Expenses" will fluctuate from year to
     year depending on actual expenses. See footnote (8) 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%.

(8)  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, Capital Guardian U.S. Equity, and Capital Guardian
     Research; 1.03% for Capital Guardian International; 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  13
- --------------------------------------------------------------------------------


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


EXAMPLES

The examples below show the expenses that a hypothetical contract owner 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) The annual administrative charge is
based on the charges applicable to a mix of estimated contract sizes resulting
in an administrative charge of $0.57 per $1,000.

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         IF YOU DO NOT SURRENDER YOUR CONTRACT
                                            AT THE END OF EACH PERIOD SHOWN,           AT THE END OF EACH PERIOD SHOWN,
                                                 THE EXPENSES WOULD BE:                     THE EXPENSES WOULD BE:
- ---------------------------------------------------------------------------------------------------------------------------
                                         1 YEAR    3 YEARS   5 YEARS    10 YEARS   1 YEAR    3 YEARS   5 YEARS    10 YEARS
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>       <C>       <C>        <C>        <C>       <C>       <C>        <C>
Alliance Money Market                    $87.18    $103.25   $121.73    $199.54    $17.18    $53.25    $ 91.73    $199.54
Alliance High Yield                      $89.91    $111.54   $135.72    $228.34    $19.91    $61.54    $105.72    $228.34
Alliance Common Stock                    $87.39    $103.89   $122.81    $201.78    $17.39    $53.89    $ 92.81    $201.78
Alliance Aggressive Stock                $89.28    $109.63   $132.51    $221.76    $19.28    $59.63    $102.51    $221.76
Alliance Small Cap Growth                $93.27    $121.69   $152.73    $262.76    $23.27    $71.69    $122.73    $262.76
EQ/Alliance Premier Growth               $92.64    $119.79      --         --      $22.64    $69.79       --         --
BT Equity 500 Index                      $86.34    $100.69   $117.40    $190.53    $16.34    $50.69    $ 87.40    $190.53
BT Small Company Index                   $88.44    $107.09   $128.21    $212.92    $18.44    $57.09    $ 98.21    $212.92
BT International Equity Index            $91.06    $115.04   $141.59    $240.29    $21.06    $65.04    $111.59    $240.29
Capital Guardian U.S. Equity             $90.54    $113.45      --         --      $20.54    $63.45       --         --
Capital Guardian Research                $90.54    $113.45      --         --      $20.54    $63.45       --         --
Capital Guardian International           $93.16    $121.37      --         --      $23.16    $71.37       --         --
JPM Core Bond                            $88.97    $108.68   $130.90    $218.45    $18.97    $58.68    $100.90    $218.45
Lazard Large Cap Value                   $90.54    $113.45   $138.93    $234.87    $20.54    $63.45    $108.93    $234.87
Lazard Small Cap Value                   $93.16    $121.37   $152.20    $261.70    $23.16    $71.37    $122.20    $261.70
MFS Growth with Income                   $89.49    $110.27      --         --      $19.49    $60.27       --         --
MFS Research                             $89.49    $110.27   $133.58    $223.95    $19.49    $60.27    $103.58    $223.95
MFS Emerging Growth Companies            $89.49    $110.27   $133.58    $223.95    $19.49    $60.27    $103.58    $223.95
Morgan Stanley Emerging Markets Equity   $98.93    $138.64   $180.90    $318.37    $28.93    $88.64    $150.90    $318.37
EQ/Putnam Growth & Income Value          $89.49    $110.27   $133.58    $223.95    $19.49    $60.27    $103.58    $223.95
EQ/Putnam Investors Growth               $90.54    $113.45   $138.93    $234.87    $20.54    $63.45    $108.93    $234.87
EQ/Putnam International Equity           $93.16    $121.37   $152.20    $261.70    $23.16    $71.37    $122.20    $261.70
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
14  FEE 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 as payments under an annuity payout option. See
     "Accessing your money."

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."

<PAGE>

- --------------------------------------------------------------------------------
                                              CONTRACT FEATURES AND BENEFITS  15
- --------------------------------------------------------------------------------

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 of $50 to purchase a
contract. The minimum contribution amount under our automatic investment program
is $20. We discuss the automatic investment program under "About other methods
of payment" under "More information" later in this prospectus. 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                                                  LIMITATIONS ON
  TYPE               ISSUE AGES          SOURCE OF CONTRIBUTIONS                    CONTRIBUTIONS
- --------------------------------------------------------------------------------------------------------------------------------
 <S>                 <C>                 <C>                                         <C>
  NQ                 0 through 83        o After-tax money.                          o No additional contributions after
                                                                                       age 84.
                                         o Paid to us by check or transfer of
                                           contract value in a tax-deferred
                                           exchange under Section 1035 of the
                                           Internal Revenue Code.
- ---------------------------------------------------------------------------------------------------------------------------------
 Flexible            20 through 70       o "Regular" traditional IRA contributions.  o No regular IRA contributions in the
 Premium IRA                                                                           calendar year you turn age 70 1/2 and
                                         o Rollovers from a qualified plan.            thereafter.

                                         o Rollovers from a TSA.                     o Total regular contributions may not
                                                                                       exceed $2,000 for a year.
                                         o Rollovers from another traditional
                                           individual retirement arrangement.        o No additional rollover or direct transfer
                                                                                       contributions after age 71.
                                         o Direct custodian-to-custodian transfers
                                           from another traditional individual       o Rollover and direct transfer
                                           retirement arrangement.                     contributions 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.
- --------------------------------------------------------------------------------------------------------------------------------
 Rollover IRA       20 through 83        o Rollovers from a qualified plan.          o No rollover or direct transfer
                                                                                       contributions after age 84.
                                         o Rollovers from a TSA.
                                                                                     o Contributions after age 70 1/2
                                         o Rollovers from another                      must be net of required
                                           traditional individual retirement           minimum distributions.
                                           arrangement.
                                                                                     o Regular IRA contributions are
                                         o Direct custodian-to-custodian               not permitted.
                                           transfers from another
                                           traditional individual retirement
                                           arrangement.

                                         Only rollover and direct transfer contributions are permitted under the Rollover IRA
                                         contract.

- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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


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


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                   AVAILABLE
  CONTRACT         FOR ANNUITANT                                                    LIMITATIONS ON
  TYPE             ISSUE AGES           SOURCE OF CONTRIBUTIONS                     CONTRIBUTIONS
- --------------------------------------------------------------------------------------------------------------------------------
<S>                <C>                   <C>                                        <C>
 Flexible          20 through 83         o Regular after-tax contributions.         o No additional regular after-tax
 Premium Roth                                                                         contributions after age 84.
 IRA                                     o Rollovers from another Roth IRA.
                                                                                    o No additional rollover or direct transfer
                                         o Conversion rollovers from a traditional    contributions after age 84.
                                           IRA.
                                                                                    o Contributions are subject to income
                                         o Direct transfers from another Roth IRA.    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.
- --------------------------------------------------------------------------------------------------------------------------------
 Roth              20 through 83        o Rollovers from another Roth IRA.          o No additional rollover or direct transfer
 Conversion IRA                                                                       contributions after age 84.
                                        o Conversion rollovers from a traditional
                                          IRA.                                      o Conversion rollovers after age 70 1/2
                                                                                      must be net of required minimum
                                        o Direct transfers from another Roth IRA.     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.
- --------------------------------------------------------------------------------------------------------------------------------
</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 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>

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


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


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 contracts the owner and annuitant must be the same person.

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
Express 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 and the fixed
maturity options.

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>

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


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


<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       Replicate as closely as possible (before            Bankers Trust Company
   Index                       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              Long-term growth of capital by investing            Capital Guardian Trust Company
  International                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
- ----------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

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


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

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------
 PORTFOLIOS OF EQ ADVISORS TRUST
- ----------------------------------------------------------------------------------------------------------------------------
 PORTFOLIO NAME                OBJECTIVE                                           ADVISER
- ----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                                 <C>
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
- ----------------------------------------------------------------------------------------------------------------------------
 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       Capital appreciation                                Putnam Investment Management, Inc.
  Equity
- ----------------------------------------------------------------------------------------------------------------------------
</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 ranging 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

<PAGE>

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


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

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 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. The Appendix to this prospectus provides an example of how
the market value adjustment is calculated.

ALLOCATING YOUR CONTRIBUTIONS

You may choose from among two ways to allocate your contributions under your
contract: self-directed and principal assurance.

<PAGE>


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


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

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

You can elect this allocation program with a minimum initial contribution of
$5,000. You select a fixed maturity option and 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 July 15, 1999 you
chose the fixed maturity option with a maturity date of February 15, 2009, since
the rate to maturity was 5.56% on July 15, 1999, we would have allocated
$5,949.36 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 or
Flexible Premium IRA 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 funds are sufficient to meet your required minimum distributions. See "Tax
information."

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), and (ii) any positive or negative market value
adjustments in the fixed maturity options through the date we receive your
contract. However, some states require that we refund the full amount of your
contribution (not reflecting (i) and (ii) 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>

- --------------------------------------------------------------------------------
22  DETERMINING YOUR CONTRACT'S VALUE
- --------------------------------------------------------------------------------

2
Determining your contract's value

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

YOUR ACCOUNT VALUE

Your "account value" is the total of the values you have in the variable
investment options and the market adjusted amounts in the fixed maturity
options. These amounts are subject to certain fees and charges discussed under
"Charges and expenses."

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 and less any withdrawal charge that may apply if you
surrender your contract. The 10% free withdrawal amount does not apply if you
surrender your contract. 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. The number of units you own will be
reduced by the amount of the fees and charges that we deduct under the contract.

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

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. In addition, when we
deduct the annual administrative charge and any withdrawal charge the number of
units credited to your contract will be reduced. 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.

<PAGE>

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                            TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS  23
- --------------------------------------------------------------------------------

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 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.

DOLLAR COST AVERAGING

Dollar cost averaging allows you to gradually transfer amounts from the Alliance
Money Market option to the other variable investment options by periodically
transferring approximately the same dollar amount to the other 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. This plan of
investing, however, does not guarantee that you will earn a profit or be
protected against losses.

If your value in the Alliance Money Market option is at least $2,000, you may
choose, at any time, to have a specified dollar amount 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 $50. 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 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.

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
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24  TRANSFERRING YOUR MONEY AMONG INVESTMENT OPTIONS
- --------------------------------------------------------------------------------


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

(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 the dollar
cost averaging program. Rebalancing is not available for amounts you have
allocated in the fixed maturity options.

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                                                        ACCESSING YOUR MONEY  25
- --------------------------------------------------------------------------------

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

LUMP SUM WITHDRAWALS
(All contracts)

You may take lump sum withdrawals from your account value at any time. The
minimum amount you may withdraw is $300. If your account value is less than $500
after a withdrawal, 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 10% free withdrawal amount may be
subject to a withdrawal charge.

SYSTEMATIC WITHDRAWALS
(All 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: 0.8% monthly, 2.4% quarterly, and 10.0% 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 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 10% free withdrawal amount.
Substantially equal withdrawals (All IRA contracts)

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.

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26  ACCESSING YOUR MONEY
- --------------------------------------------------------------------------------


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


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.

Substantially equal withdrawals are not subject to a withdrawal charge.

MINIMUM DISTRIBUTION WITHDRAWALS
(Rollover IRA and Flexible Premium IRA 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, or if less your account value. If your account value is less than $500
after the withdrawal, 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. 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 10% 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.

- --------------------------------------------------------------------------------
For Rollover IRA and Flexible Premium IRA 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.

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. 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

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                                                        ACCESSING YOUR MONEY  27
- --------------------------------------------------------------------------------


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

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
(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.

CHOOSING YOUR ANNUITY PAYOUT OPTIONS

Equitable Accumulator Express 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.

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28  ACCESSING YOUR MONEY
- --------------------------------------------------------------------------------


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


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 payout 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 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.

Unless you choose a different payout option, we will pay annuity payments under
a life annuity with a certain period of 10 years. 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

<PAGE>

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                                                        ACCESSING YOUR MONEY  29
- --------------------------------------------------------------------------------


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

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

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).

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 Express 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>

- --------------------------------------------------------------------------------
30  CHARGES AND EXPENSES
- --------------------------------------------------------------------------------

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. When we deduct these charges from the fixed maturity
options, a market value adjustment may apply.

o   On each contract date anniversary -- an annual administrative charge, if
    applicable.

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

o   At the time annuity payments are to begin -- charges for state premium and
    other 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 minimum death
benefit. The daily charge is equivalent to an annual rate of 0.70% 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 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 charges 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

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 under NQ contracts and $20,000 under
IRA contracts. If your account value on such date is $25,000 or more for NQ
($20,000 or more for IRA) contracts, 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.

<PAGE>
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                                                        CHARGES AND EXPENSES  31
- --------------------------------------------------------------------------------


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

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 10% 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.

10% FREE WITHDRAWAL AMOUNT. Each contract year you can withdraw up to 10% of
your account value without paying a withdrawal charge. The 10% 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 10%
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 10% 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 10% free withdrawal amount if you also make a lump sum
withdrawal in any contract year.

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.
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32  CHARGES AND EXPENSES
- --------------------------------------------------------------------------------


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

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 the 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 contribution
requirements. We also may change the 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 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, the
Employee Retirement Income Security Act of 1974, 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  33
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6
Payment of death benefit

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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. Under
jointly owned contracts, the surviving owner is considered the beneficiary, and
will take the place of any other beneficiary.

The death benefit is equal to your account value, or, if greater, the minimum
death benefit. The minimum death benefit is equal to your total contributions
less withdrawals. 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.

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.

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 successor
owner. You may name a specific 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.

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
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34  PAYMENT OF DEATH BENEFIT
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apply the death benefit to one or more annuity payout options we offer at the
time. See "Choosing your annuity payout options" 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 minimum death benefit, if it is higher than the account
value. In determining whether the 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
non-spouse 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. If no election is made within 30 days to:
(1) receive the death benefit, or (2) continue the contract and take annual
withdrawals as described above, or (3) defer payment of the account value for up
to five years, the death benefit will be paid to the beneficiary according to
our standard procedures.

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 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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                                                             TAX INFORMATION  35
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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 Express 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 or Flexible
Premium Roth IRA. 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), 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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36  TAX INFORMATION
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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 Express 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
Express 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 several 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; and

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 Express 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 Express IRA contract.

CANCELLATION

You can cancel an Equitable Accumulator Express IRA contract by following the
directions under "Your right to cancel within a certain number of days" earlier
in the prospectus. You can cancel an Equitable Accumulator Express Roth
Conversion IRA contract issued as a result of a full conversion of an Equitable
Accumulator Express 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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38  TAX INFORMATION
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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 receives 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 Express 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 income is computed without the gross income stemming

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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   Rollovers from a Roth IRA to another Roth IRA;

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

o   "Qualified Distributions" from Roth IRAs; 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. Non-qualified 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.

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

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$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.

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, including these 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
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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.

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

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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 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, 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."

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 may issue a contract based on information forwarded

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52  MORE INFORMATION
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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 or Roth Conversion IRA
contracts.

AIP additional contributions may be allocated to any of the variable investment
options and available fixed maturity options. Our minimum contribution amount
requirement is $20. 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  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 unit 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.

o  Transfers to or from variable investment options will be made at the unit
   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.

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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, EQ
Advisors Trust shares 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.

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
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54  MORE INFORMATION
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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 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 contract except by surrender
to us. Loans are not available and you cannot assign IRA contracts as security
for a loan or other obligation.

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 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 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,

<PAGE>

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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
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.

<PAGE>

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56  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
annual administrative charge 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 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 are being offered for the first time in 1999.

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
predecessor 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>

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                                                      INVESTMENT PERFORMANCE  57
- --------------------------------------------------------------------------------


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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.

   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., 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 Express performance relative
to other variable annuity products.

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58  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                      (5.00)%    0.11%     0.78%    1.77%      (1.00)%        3.62%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance High Yield                       (15.15)%    6.24%     5.94%    7.76%       0.00%         7.03%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Common Stock                      18.27%    22.66%    18.00%   15.37%      16.22%        13.73%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock                  (9.88)%    5.61%     7.46%   16.13%      (1.06%)       14.94%
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                 (14.24)%      --        --       --        4.05%         4.05%
- ------------------------------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                        14.46%       --        --       --       14.46%        14.46%
- ------------------------------------------------------------------------------------------------------------------------------------
BT Small Company Index                    (12.18)%      --        --       --      (12.18)%      (12.18)%
- ------------------------------------------------------------------------------------------------------------------------------------
BT International Equity Index               9.57%       --        --       --        9.57%         9.57%
- ------------------------------------------------------------------------------------------------------------------------------------
JPM Core Bond                              (1.17)%      --        --       --       (1.17)%       (1.17)%
- ------------------------------------------------------------------------------------------------------------------------------------
Lazard Large Cap Value                      9.54%       --        --       --        9.54%         9.54%
- ------------------------------------------------------------------------------------------------------------------------------------
Lazard Small Cap Value                    (16.79)%      --        --       --      (16.79)%      (16.79)%
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Research                               13.47%       --        --       --       14.07%        14.07%
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies              23.57%       --        --       --       22.41%        22.41%
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity    (36.16)%      --        --       --      (36.16)%      (29.85)%
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value             2.52%       --        --       --        8.59%         8.59%
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Investors Growth                 25.29%       --        --       --       24.44%        24.44%
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam International Equity              8.97%       --        --       --        8.51%         8.51%
- ------------------------------------------------------------------------------------------------------------------------------------
</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 Alliance variable
   investment options shown in the table 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>

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                                                      INVESTMENT PERFORMANCE  59
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                                   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                    $  949.98    $1,003.44   $1,039.58    $1,191.64   $ 1,896.30
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance High Yield                      $  848.46    $1,199.02   $1,334.61    $2,112.25   $ 2,261.00
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Common Stock                    $1,182.73    $1,845.35   $2,287.83    $4,179.19   $19,281.51
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Aggressive Stock                $  901.18    $1,177.98   $1,432.82    $4,461.09   $ 6,109.06
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Small Cap Growth                $  857.57        --          --           --      $ 1,082.73
- ------------------------------------------------------------------------------------------------------------------------------------
BT Equity 500 Index                      $1,144.61        --          --           --      $ 1,144.61
- ------------------------------------------------------------------------------------------------------------------------------------
BT Small Company Index                   $  878.25        --          --           --      $   878.25
- ------------------------------------------------------------------------------------------------------------------------------------
BT International Equity Index            $1,095.71        --          --           --      $ 1,095.71
- ------------------------------------------------------------------------------------------------------------------------------------
JPM Core Bond                            $  988.30        --          --           --      $   988.30
- ------------------------------------------------------------------------------------------------------------------------------------
Lazard Large Cap Value                   $1,095.42        --          --           --      $ 1,095.42
- ------------------------------------------------------------------------------------------------------------------------------------
Lazard Small Cap Value                   $  832.09        --          --           --      $   832.09
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Research                             $1,134.71        --          --           --      $ 1,301.26
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Companies            $1,235.75        --          --           --      $ 1,498.31
- ------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Emerging Markets Equity   $  638.44        --          --           --      $   492.15
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Growth & Income Value          $1,025.15        --          --           --      $ 1,179.17
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam Investors Growth               $1,252.90        --          --           --      $ 1,548.55
- ------------------------------------------------------------------------------------------------------------------------------------
EQ/Putnam International Equity           $1,089.73        --          --           --      $ 1,177.46
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

* Portfolio inception dates are shown in Table 1.

<PAGE>

- --------------------------------------------------------------------------------
60  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               4.08%      4.10%     3.91%      4.32%        --         5.80%
- ------------------------------------------------------------------------------------------------------------------------------------
 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                (6.28)%    10.02%     8.67%       --          --         9.17%
- ------------------------------------------------------------------------------------------------------------------------------------
 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              27.83%     26.07%    20.45%     17.21%      17.18%      14.99%
- ------------------------------------------------------------------------------------------------------------------------------------
 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          (0.90)%     9.41%    10.12%     17.46%        --        16.35%
- ------------------------------------------------------------------------------------------------------------------------------------
 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          (5.35)%      --        --         --          --        10.98%
- ------------------------------------------------------------------------------------------------------------------------------------
 Lipper Small Company Growth       (0.33)%      --        --         --          --        16.72%
- ------------------------------------------------------------------------------------------------------------------------------------
 Benchmark                          1.23%       --        --         --          --        16.58%
- ------------------------------------------------------------------------------------------------------------------------------------
BT EQUITY 500 INDEX                23.94%       --        --         --          --        23.94%
- ------------------------------------------------------------------------------------------------------------------------------------
 Lipper S&P 500 Index              26.78%       --        --         --          --        26.78%
- ------------------------------------------------------------------------------------------------------------------------------------
 Benchmark                         28.58%       --        --         --          --        28.58%
- ------------------------------------------------------------------------------------------------------------------------------------
BT SMALL COMPANY INDEX             (3.24)%      --        --         --          --        (3.24)%
- ------------------------------------------------------------------------------------------------------------------------------------
 Lipper Small Cap                   1.53%       --        --         --          --         1.53%
- ------------------------------------------------------------------------------------------------------------------------------------
 Benchmark                         (2.54)%      --        --         --          --        (2.54)%
- ------------------------------------------------------------------------------------------------------------------------------------
BT INTERNATIONAL EQUITY INDEX      18.95%       --        --         --          --        18.95%
- ------------------------------------------------------------------------------------------------------------------------------------
 Lipper International              12.17%       --        --         --          --        12.17%
- ------------------------------------------------------------------------------------------------------------------------------------
 Benchmark                         20.00%       --        --         --          --        20.00%
- ------------------------------------------------------------------------------------------------------------------------------------
JPM CORE BOND                       7.99%       --        --         --          --         7.99%
- ------------------------------------------------------------------------------------------------------------------------------------
 Lipper Intermediate Investment
 Grade Debt                         7.23%       --        --         --          --         7.23%
- ------------------------------------------------------------------------------------------------------------------------------------
 Benchmark                          8.72%       --        --         --          --         8.72%
- ------------------------------------------------------------------------------------------------------------------------------------
LAZARD LARGE CAP VALUE             18.92%       --        --         --          --        18.92%
- ------------------------------------------------------------------------------------------------------------------------------------
 Lipper Capital Appreciation       24.16%       --        --         --          --        24.16%
- ------------------------------------------------------------------------------------------------------------------------------------
 Benchmark                         28.58%       --        --         --          --        28.58%
- ------------------------------------------------------------------------------------------------------------------------------------
LAZARD SMALL CAP VALUE             (7.95)%      --        --         --          --        (7.95)%
- ------------------------------------------------------------------------------------------------------------------------------------
 Lipper Small Cap                   1.53%       --        --         --          --         1.53%
- ------------------------------------------------------------------------------------------------------------------------------------
 Benchmark                         (2.54)%      --        --         --          --        (2.54)%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  61
- --------------------------------------------------------------------------------


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


                             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                   22.93%      --         --         --         --          23.25%
- --------------------------------------------------------------------------------------------------
 Lipper Growth                 25.82%      --         --         --         --          28.73%
- --------------------------------------------------------------------------------------------------
 Benchmark                     28.58%      --         --         --         --          31.63%
- --------------------------------------------------------------------------------------------------
MFS EMERGING GROWTH
 COMPANIES                     33.24%      --         --         --         --          33.57%
- --------------------------------------------------------------------------------------------------
 Lipper Mid-Cap                15.97%      --         --         --         --          22.72%
- --------------------------------------------------------------------------------------------------
 Benchmark                     (2.54)%     --         --         --         --          14.53%
- --------------------------------------------------------------------------------------------------
MORGAN STANLEY EMERGING
 MARKETS EQUITY               (27.71)%     --         --         --         --         (33.35)%
- --------------------------------------------------------------------------------------------------
 Lipper Emerging Markets      (30.50)%     --         --         --         --         (36.28)%
- --------------------------------------------------------------------------------------------------
 Benchmark                    (25.34)%     --         --         --         --         (28.92)%
- --------------------------------------------------------------------------------------------------
EQ/PUTNAM GROWTH & INCOME
 VALUE                         11.75%      --         --         --         --          16.50%
- --------------------------------------------------------------------------------------------------
 Lipper Growth & Income        15.54%      --         --         --         --          21.32%
- --------------------------------------------------------------------------------------------------
 Benchmark                     28.58%      --         --         --         --          31.63%
- --------------------------------------------------------------------------------------------------
EQ/PUTNAM INVESTORS GROWTH     34.99%      --         --         --         --          36.08%
- --------------------------------------------------------------------------------------------------
 Lipper Growth                 25.82%      --         --         --         --          28.73%
- --------------------------------------------------------------------------------------------------
 Benchmark                     28.58%      --         --         --         --          31.63%
- --------------------------------------------------------------------------------------------------
EQ/PUTNAM INTERNATIONAL
 EQUITY                        18.34%      --         --         --         --          16.41%
- --------------------------------------------------------------------------------------------------
 Lipper International          12.17%      --         --         --         --           9.06%
- --------------------------------------------------------------------------------------------------
 Benchmark                     20.00%      --         --         --         --          13.43%
- --------------------------------------------------------------------------------------------------
</TABLE>

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

* Portfolio inception dates are shown in Table 1.

<PAGE>

- --------------------------------------------------------------------------------
62  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               4.08%     12.81%     21.14%     52.62%       --          167.86%
- --------------------------------------------------------------------------------------------------------
 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                (6.28)%    33.18%     51.57%      --          --          186.45%
- --------------------------------------------------------------------------------------------------------
 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              27.83%    100.38%    153.56%    389.49%    2,284.72%    2,373.10%
- --------------------------------------------------------------------------------------------------------
 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          (0.90)%    30.98%     61.91%    399.92%       --          608.45%
- --------------------------------------------------------------------------------------------------------
 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          (5.35)%     --         --         --          --           18.99%
- --------------------------------------------------------------------------------------------------------
 Lipper Small Company Growth       (0.33)%     --         --         --          --           28.98%
- --------------------------------------------------------------------------------------------------------
 Benchmark                          1.23%      --         --         --          --           29.23%
- --------------------------------------------------------------------------------------------------------
BT EQUITY 500 INDEX                23.94%      --         --         --          --           23.94%
- --------------------------------------------------------------------------------------------------------
 Lipper S&P 500 Index              26.78%      --         --         --          --           26.78%
- --------------------------------------------------------------------------------------------------------
 Benchmark                         28.58%      --         --         --          --           28.58%
- --------------------------------------------------------------------------------------------------------
BT SMALL COMPANY INDEX             (3.24)%     --         --         --          --           (3.24)%
- --------------------------------------------------------------------------------------------------------
 Lipper Small Cap                   1.53%      --         --         --          --            1.49%
- --------------------------------------------------------------------------------------------------------
 Benchmark                         (2.54)%     --         --         --          --           (2.54)%
- --------------------------------------------------------------------------------------------------------
BT INTERNATIONAL EQUITY INDEX      18.95%      --         --         --          --           18.95%
- --------------------------------------------------------------------------------------------------------
 Lipper International              12.17%      --         --         --          --           12.23%
- --------------------------------------------------------------------------------------------------------
 Benchmark                         20.00%      --         --         --          --           20.00%
- --------------------------------------------------------------------------------------------------------
JPM CORE BOND                       7.99%      --         --         --          --            7.99%
- --------------------------------------------------------------------------------------------------------
 Lipper Intermediate Investment
 Grade Debt                         7.23%      --         --         --          --            7.23%
- --------------------------------------------------------------------------------------------------------
 Benchmark                          8.72%      --         --         --          --            8.72%
- --------------------------------------------------------------------------------------------------------
LAZARD LARGE CAP VALUE             18.92%      --         --         --          --           18.92%
- --------------------------------------------------------------------------------------------------------
 Lipper Capital Appreciation       24.16%      --         --         --          --           24.09%
- --------------------------------------------------------------------------------------------------------
 Benchmark                         28.58%      --         --         --          --           28.58%
- --------------------------------------------------------------------------------------------------------
LAZARD SMALL CAP VALUE             (7.95)%     --         --         --          --           (7.95)%
- --------------------------------------------------------------------------------------------------------
 Lipper Small Cap                   1.53%      --         --         --          --            1.53%
- --------------------------------------------------------------------------------------------------------
 Benchmark                         (2.54)%     --         --         --          --           (2.54)%
- --------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
                                                      INVESTMENT PERFORMANCE  63
- --------------------------------------------------------------------------------


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


                             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                 22.93%      --         --         --         --          41.74%
- --------------------------------------------------------------------------------------------------------
 Lipper Growth               25.82%      --         --         --         --          52.86%
- --------------------------------------------------------------------------------------------------------
 Benchmark                   28.58%      --         --         --         --          57.60%
- --------------------------------------------------------------------------------------------------------
MFS EMERGING GROWTH
 COMPANIES                   33.24%      --         --         --         --          62.08%
- --------------------------------------------------------------------------------------------------------
 Lipper Mid-Cap              15.97%      --         --         --         --          42.16%
- --------------------------------------------------------------------------------------------------------
 Benchmark                   (2.54)%     --         --         --         --          25.40%
- --------------------------------------------------------------------------------------------------------
MORGAN STANLEY EMERGING
 MARKETS EQUITY             (27.71)%     --         --         --         --         (42.51)%
- --------------------------------------------------------------------------------------------------------
 Lipper Emerging Markets    (30.50)%     --         --         --         --         (45.67)%
- --------------------------------------------------------------------------------------------------------
 Benchmark                  (25.34)%     --         --         --         --         (36.71)%
- --------------------------------------------------------------------------------------------------------
EQ/PUTNAM GROWTH &
 INCOME VALUE                11.75%      --         --         --         --          29.03%
- --------------------------------------------------------------------------------------------------------
 Lipper Growth & Income      15.54%      --         --         --         --          38.49%
- --------------------------------------------------------------------------------------------------------
 Benchmark                   28.58%      --         --         --         --          57.60%
- --------------------------------------------------------------------------------------------------------
EQ/PUTNAM INVESTORS
 GROWTH                      34.99%      --         --         --         --          67.21%
- --------------------------------------------------------------------------------------------------------
 Lipper Growth               25.82%      --         --         --         --          52.86%
- --------------------------------------------------------------------------------------------------------
 Benchmark                   28.58%      --         --         --         --          57.60%
- --------------------------------------------------------------------------------------------------------
EQ/PUTNAM INTERNATIONAL
 EQUITY                      18.34%      --         --         --         --          28.85%
- --------------------------------------------------------------------------------------------------------
 Lipper International        12.17%      --         --         --         --          15.88%
- --------------------------------------------------------------------------------------------------------
 Benchmark                   20.00%      --         --         --         --          23.42%
- --------------------------------------------------------------------------------------------------------
</TABLE>

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

* Portfolio inception dates are shown in Table 1.

<PAGE>

- --------------------------------------------------------------------------------
64  INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


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


                                   TABLE 5
                        YEAR-BY-YEAR RATES OF RETURN:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                       1989     1990   1991    1992    1993    1994     1995    1996     1997        1998

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

<S>                                     <C>    <C>     <C>     <C>     <C>     <C>      <C>     <C>      <C>        <C>
ALLIANCE MONEY MARKET                   7.88%  6.94%   4.92%   2.32%   1.73%   2.77%    4.48%   4.06%    4.16%      4.08%
- ----------------------------------------------------------------------------------------------------------------------------
ALLIANCE HIGH YIELD                     3.88% (2.31)% 22.98%  10.96%  21.68%  (3.95)%  18.49%  21.40%   17.05%     (6.26)%
- ----------------------------------------------------------------------------------------------------------------------------
ALLIANCE COMMON STOCK                  24.10% (9.22)% 36.24%   1.98%  23.33%  (3.31)%  30.87%  22.78%   27.67%     27.83%
- ----------------------------------------------------------------------------------------------------------------------------
ALLIANCE AGGRESSIVE STOCK              41.79%  6.87%  84.64%  (4.32)% 15.35%  (4.96)%  30.07%  20.73%    9.48%     (0.90)%
- ----------------------------------------------------------------------------------------------------------------------------
ALLIANCE SMALL CAP GROWTH                 --     --      --      --      --      --       --      --    25.71%+    (5.35)%
- ----------------------------------------------------------------------------------------------------------------------------
BT EQUITY 500 INDEX                       --     --      --      --      --      --       --      --       --      23.94%
- ----------------------------------------------------------------------------------------------------------------------------
BT SMALL COMPANY INDEX                    --     --      --      --      --      --       --      --       --      (3.24)%
- ----------------------------------------------------------------------------------------------------------------------------
BT INTERNATIONAL EQUITY INDEX             --     --      --      --      --      --       --      --       --      18.95%
- ----------------------------------------------------------------------------------------------------------------------------
JPM CORE BOND                             --     --      --      --      --      --       --      --       --       7.99%
- ----------------------------------------------------------------------------------------------------------------------------
LAZARD LARGE CAP VALUE                    --     --      --      --      --      --       --      --       --      18.92%
- ----------------------------------------------------------------------------------------------------------------------------
LAZARD SMALL CAP VALUE                    --     --      --      --      --      --       --      --       --      (7.95)%
- ----------------------------------------------------------------------------------------------------------------------------
MFS RESEARCH                              --     --      --      --      --      --       --      --    15.30%+    22.93%
- ----------------------------------------------------------------------------------------------------------------------------
MFS EMERGING GROWTH COMPANIES             --     --      --      --      --      --       --      --    21.64%+    33.24%
- ----------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY EMERGING MARKETS EQUITY    --     --      --      --      --      --       --      --   (20.47)%+  (27.71)%
- ----------------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM GROWTH & INCOME VALUE           --     --      --      --      --      --       --      --    15.46%+    11.75%
- ----------------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM INVESTORS GROWTH                --     --      --      --      --      --       --      --    23.86%+    34.99%
- ----------------------------------------------------------------------------------------------------------------------------
EQ/PUTNAM INTERNATIONAL EQUITY            --     --      --      --      --      --       --      --     8.88%+    18.34%
- ----------------------------------------------------------------------------------------------------------------------------
</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  65
- --------------------------------------------------------------------------------


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

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 Analytical Services, Inc. (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.
<PAGE>

- --------------------------------------------------------------------------------
66  INVESTMENT PERFORMANCE
- --------------------------------------------------------------------------------


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


The current yields and effective yields assume the deduction of all contract
charges and expenses other than the withdrawal charge, the annual administrative
charge, and any charge for taxes such as premium tax. See "Yield Information for
the Alliance Money Market Option and Alliance High Yield Option" in the SAI.

<PAGE>

- --------------------------------------------------------------------------------
                             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE  67
- --------------------------------------------------------------------------------


10  Incorporation of certain documents by reference


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

Equitable Life's annual report on Form 10-K for the year ended December 31,
1998, and 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:  MARKET VALUE ADJUSTMENT EXAMPLE  A-1
- --------------------------------------------------------------------------------


Appendix: 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%
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                   <C>
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
- -----------------------------------------------------------------------------------------------------------------------
</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>

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


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                                             7
Financial Statements                                                          11


HOW TO OBTAIN AN EQUITABLE ACCUMULATOR EXPRESS STATEMENT OF ADDITIONAL
INFORMATION FOR SEPARATE ACCOUNT NO. 49

Send this request form to:
   Equitable Accumulator Express
   P.O. Box 1547
   Secaucus, NJ 07096-1547

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

Please send me an Equitable Accumulator Express SAI for Separate Account No. 49
dated October 18, 1999.


- --------------------------------------------------------------------------------
Name:


- --------------------------------------------------------------------------------
Address:


- -----------------------------------------------------------------------------
City                      State    Zip



(SAI 9A (10/99))
<PAGE>

Equitable Accumulator Express(SM)

A combination variable and fixed deferred
annuity contract

STATEMENT OF ADDITIONAL INFORMATION
DATED 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 Express
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                                         7
Financial Statements                                                      11



    Copyright 1999 The Equitable Life Assurance Society of the United States
        All rights reserved.  Accumulator Express is a service mark of
          The Equitable Life Assurance society of the United States.

SAI 9A 10/99

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2
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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 Express.

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 0.95%.

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 pay-ments 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


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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 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 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 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 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



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4
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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 form 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 )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 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 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 yields be compared to the yields of money
market options made available to the general public.


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Because the Equitable Accumulator Express contracts described in the prospectus
are being offered for the first time in 1999, no yield information is presented.

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.


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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.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
MARKET TRENDS:
ILLUSTRATIVE ANNUAL RATES OF RETURN
- -----------------------------------------------------------------------------------------------------------------------
                                            LONG-TERM      LONG-TERM      INTERMEDIATE-     U.S.
FOR THE FOLLOWING PERIODS      COMMON       GOVERNMENT     CORPORATE      TERM GOV'T.       TREASURY     CONSUMER
ENDING DECEMBER 31, 1998       STOCKS       BONDS          BONDS          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          --
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

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                                                                              7
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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.


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

KEY FACTORS IN RETIREMENT PLANNING

INTRODUCTION

The Equitable Accumulator Express 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

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8
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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.

                                     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.

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                                                                              9
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                                     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
- --------------------------------------------------------------------------------

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:]

                            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-

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10
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- --------------------------------------------------------------------------------

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
$185,711 after thirty years (assuming a 7.5% rate of return, no withdrawals, and
assuming the deduction of the 0.95% 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 $133,712 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
$133,712 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 $108,369 with
charges deducted and $127,341 without charges as described above.

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 invest-ments 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 Express can be an effective program for diversifying
ongoing investments between various asset categories. In addition, the Equitable
Accumulator Express 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


<PAGE>

- --------------------------------------------------------------------------------
                                                                             11
- --------------------------------------------------------------------------------

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

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*
                          AND                -----------------------------------
               INTEREST   INTEREST           50%        66.67%     100%
               ONLY       FOR 15    SINGLE   TO         TO         TO
 ANNUITANT     FOR LIFE   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.


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


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