SEPARATE ACCT NO 49 OF THE EQUIT LIFE ASSU SOCI OF THE U S, 485BPOS, 2000-04-26

SEPARATE ACCT NO 49 OF THE EQUIT LIFE ASSU SOCI OF THE U S
485BPOS, 2000-04-26

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Registration No. 333-79379
Registration No. 811-07659
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 2 [X]

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 34 [X]

(Check appropriate box or boxes)

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

SEPARATE ACCOUNT No. 49
of
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
(Exact Name of Registrant)

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

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
(Name of Depositor)

1290 Avenue of the Americas, New York, New York 10104
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including Area Code: (212) 554-1234

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

DODIE KENT
ASSISTANT VICE PRESIDENT and COUNSEL
The Equitable Life Assurance Society of the United States
1290 Avenue of the Americas, New York, New York 10104
(Name and Address of Agent for Service)

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Please send copies of all communications to:
PETER E. PANARITES
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W., Suite 825
Washington, D.C. 20036

<PAGE>

Approximate Date of Proposed Public Offering:

As soon as practicable after the effective date of the Registration
Statement.

It is proposed that this filing will become effective (check
appropriate box):

[ ] Immediately upon filing pursuant to paragraph (b) of Rule 485

[X] On May 1, 2000 pursuant to paragraph (b) of Rule 485.

[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.

[ ] On (date) pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for
previously filed post-effective amendment.

Title of Securities Being Registered:

Units of interest in Separate Account under variable annuity contracts.

<PAGE>
Equitable Accumulator
Express(SM)
A combination variable and fixed deferred
annuity contract

PROSPECTUS DATED MAY 1, 2000
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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.

<TABLE>
<S> <C>
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VARIABLE INVESTMENT OPTIONS
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o EQ/Aggressive Stock(1) o J.P. Morgan Core Bond(3)
o Alliance Common Stock o Lazard Large Cap Value
o Alliance High Yield o Lazard Small Cap Value
o Alliance Money Market o MFS Emerging Growth
o EQ/Alliance Premier Growth Companies
o Alliance Small Cap Growth o MFS Growth with Income
o EQ/Alliance Technology(2) o MFS Research
o BT Equity 500 Index o Mercury Basic Value(4)
o BT International Equity Index o Mercury World Strategy(5)
o BT Small Company Index o Morgan Stanley Emerging
o Capital Guardian International Markets Equity
o Capital Guardian Research o EQ/Putnam Growth & Income
o Capital Guardian U.S. Equity Value
o EQ/Evergreen o EQ/Putnam International Equity
o EQ/Evergreen Foundation o EQ/Putnam Investors Growth
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</TABLE>

(1) Formerly named "Alliance Aggressive Stock."
(2) May not be available in California.
(3) Formerly named JPM Core Bond.
(4) Formerly named "Merrill Lynch Basic Value."
(5) Formerly named "Merrill Lynch World Strategy."

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."

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

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 May 1, 2000, 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.

72092

<PAGE>

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2 Contents of this prospectus
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<TABLE>
<S> <C>
EQUITABLE ACCUMULATOR EXPRESS(SM)

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
Condensed financial information 14
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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 18
How you can make your contributions 18
What are your investment options under the contract? 18
Allocating your contributions 21
Your right to cancel within a certain number of days 22

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2
DETERMINING YOUR CONTRACT'S VALUE 23
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Your account value and cash value 23
Your contract's value in the variable investment options 23
Your contract's value in the fixed maturity options 23

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3
TRANSFERRING YOUR MONEY AMONG
INVESTMENT OPTIONS 24
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Transferring your account value 24
Market timing 24
Dollar cost averaging 24
Rebalancing your account value 25
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"We," "our," and "us" refer to Equitable Life. When we use the word "contract" it also includes certificates
When we address the reader of this prospectus that are issued under group contracts in some states.
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.

</TABLE>

<PAGE>

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3 Contents of this prospectus
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<TABLE>
<S> <C>
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4
ACCESSING YOUR MONEY 26
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Withdrawing your account value 26
How withdrawals are taken from your account value 27
Loans under Rollover TSA contracts 27
Surrendering your contract to receive its cash value 28
When to expect payments 28
Annuity purchase factors 29
Your annuity payout options 29

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5
CHARGES AND EXPENSES 32
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Charges that Equitable Life deducts 32
Charges that EQ Advisors Trust deducts 33
Group or sponsored arrangements 34
Other distribution arrangements 34

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6
PAYMENT OF DEATH BENEFIT 35
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Your beneficiary and payment of benefit 35
How death benefit payment is made 35
Beneficiary continuation option 36

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7
TAX INFORMATION 38
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Overview 38
Transfers among investment options 38
Taxation of nonqualified annuities 38
Individual retirement arrangements (IRAs) 40
Tax-Sheltered Annuity contracts (TSAs) 50
Federal and state income tax withholding and
information reporting 55
Impact of taxes to Equitable Life 56

</TABLE>
<TABLE>
<S> <C>
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8
MORE INFORMATION 57
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About our Separate Account No. 49 57
About EQ Advisors Trust 57
About our fixed maturity options 58
About the general account 59
About other methods of payment 59
Dates and prices at which contract events occur 60
About your voting rights 61
About legal proceedings 61
About our independent accountants 61
Financial Statements 62
Transfers of ownership, collateral assignments, loans,
and borrowing 62
Distribution of the contracts 62

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9
INVESTMENT PERFORMANCE 63
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Benchmarks 63
Communicating performance data 72

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10
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE 74
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- ------------------------------------------------------- ----
APPENDIX
- ------------------------------------------------------- ----
Condensed financial information A-1
Market value adjustment example B-1

- ------------------------------------------------------- ----
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
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</TABLE>

<PAGE>

Index of key words and phrases
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4 Index of key words and phrases
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
PAGE PAGE
<S> <C> <C> <C>
account value 23 IRS 38
annuitant 15 investment options 18
annuity payout options 29 market adjusted amount 21
beneficiary 35 market value adjustment 21
business day 60 maturity value 21
cash value 23 minimum death benefit 35
conduit IRA 44 NQ cover
contract date 9 portfolio cover
contract date anniversary 9 processing office 6
contract year 9 rate to maturity 20
contributions to Roth IRAs 47 Required Beginning Date 36
regular contributions 47 Rollover IRA cover
rollovers and direct transfers 48 Rollover TSA cover
conversion contributions 48 Roth Conversion IRA cover
contributions to traditional IRAs 41 Roth IRA 47
regular contributions 41 SAI cover
rollovers and transfers 42 SEC cover
EQAccess 6 TOPS 6
fixed maturity options 20 TSA 50
Flexible Premium IRA cover traditional IRA 41
Flexible Premium Roth IRA cover unit 33
IRA 40 variable investment options 18
</TABLE>

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.

<TABLE>
<CAPTION>
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PROSPECTUS CONTRACT OR SUPPLEMENTAL MATERIALS
- --------------------------------------------------------------------------------
<S> <C>
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
</TABLE>
<PAGE>

Who is Equitable Life?
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5 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
$462.7 billion in assets as of December 31, 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:
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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); and

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

- ------------------------------------
TELEPHONE OPERATED PROGRAM SUPPORT
("TOPS") AND EQACCESS SYSTEMS:
- ------------------------------------
TOPS is designed to provide you with up-to-date information via touch-tone
telephone. EQAccess is designed to provide this information through the
Internet. You can obtain information on:

o your current account value;

o your current allocation percentages (anticipated to be available through
EQAccess by the end of 2000);

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

o rates to maturity for the fixed maturity options;

o the daily unit values for the variable investment options; and

o performance information regarding the variable investment options (not
available through TOPS).

You can also:

o change your allocation percentages and/or transfer among the investment
options (anticipated to be available through EQAccess by the end of 2000);

o change your TOPS personal identification number (PIN) (not available
through EQAccess); and

o change your EQAccess password (not available through TOPS).

TOPS and EQAccess are normally available seven days a week, 24 hours a day. You
may use TOPS by calling toll free 1-888-909-7770. You may use EQAccess by
visiting our Web site at http://www.equitable.com and clicking on EQAccess. Of
course, for reasons beyond our control, these services may sometimes be
unavailable.

We have established procedures to reasonably confirm that the instructions
communicated by telephone or the Internet are genuine. For example, we will
require certain personal

<PAGE>

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7 Who is Equitable Life?
- --------------------------------------------------------------------------------

identification information before we will act on telephone or Internet
instructions and we will provide written confirmation of your transfers. If we
do not employ reasonable procedures to confirm the genuineness of telephone or
Internet instructions, we may be liable for any losses arising out of any act or
omission that constitutes negligence, lack of good faith, or willful misconduct.
In light of our procedures, we will not be liable for following telephone or
Internet instructions we reasonably believe to be genuine.

We reserve the right to limit access to these services if we determine that you
are engaged in a market timing strategy (see "Market timing" in "Transferring
your money among investment options").

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

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 to a Roth Conversion IRA or Flexible
Premium Roth IRA contract;

(3) election of the automatic investment program;

(4) election of the rebalancing program;

(5) requests for loans under Rollover TSA contracts;

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

(7) tax withholding election; and

(8) election of the beneficiary continuation option.

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

(1) address changes;

(2) beneficiary changes;

(3) transfers between investment options; and

(4) contract surrender and withdrawal requests.

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>

Equitable Accumulator Express at a glance - key features
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8 Equitable Accumulator Express at a glance - key features
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<TABLE>
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<S> <C>
PROFESSIONAL Equitable Accumulator Express' variable investment options invest in 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.
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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.
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o On transfers inside the No tax on transfers among investment options.
contract
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If you are buying a contract to fund a retirement plan that already provides tax deferral
under sections of the Internal Revenue Code, 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 necessary or additional benefits.
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CONTRIBUTION AMOUNTS Minimum: $50 ($20 under our automatic investment program)

Maximum contribution limitations may apply.
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ACCESS TO YOUR MONEY o Lump sum withdrawals
o Several withdrawal options on a periodic basis
o Loans under Rollover TSA contracts
o Contract surrender

You may incur a withdrawal charge for certain withdrawals or if you surrender your contract.
You may also incur income tax and a tax penalty.
- ----------------------------------------------------------------------------------------------------------------------
PAYOUT OPTIONS o Fixed annuity payout options
o Variable Immediate Annuity payout options
o Income Manager(Reg. TM) payout annuity options
- ----------------------------------------------------------------------------------------------------------------------
ADDITIONAL FEATURES o Dollar cost averaging
o Automatic investment program
o Account value rebalancing (quarterly, semiannually, and annually)
o Free transfers
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</TABLE>

<PAGE>
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9 Equitable Accumulator Express at a glance - key features
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<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 a current annual rate of 0.95% (1.05% maximum).

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 by
1% each year to 1% in the seventh contract year. There
is no withdrawal charge in the eighth and later
contract years following a contribution.
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The "contract date" is the effective date of a contract.
This usually is the business day we receive the properly
completed and signed application, along with any other
required documents, and your initial contribution. Your
contract date will be shown in your contract. The 12-month
period beginning on your contract date and each 12-month
period after that date is a "contract year." The end of
each 12-month period is your "contract date anniversary."
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o We deduct a charge designed to approximate certain
taxes that may be imposed on us, such as premium taxes
in your state. This charge is generally deducted from
the amount applied to an annuity payout option.

o We deduct a $350 annuity administrative fee from
amounts applied to the Variable Immediate Annuity
payout options.

o Annual expenses of EQ Advisors Trust portfolios are
calculated as a percentage of the average daily net
assets invested in each portfolio. These expenses
include management fees ranging from 0.25% to 1.15%
annually, 12b-1 fees of 0.25% annually, and other
expenses.

ANNUITANT ISSUE AGES
NQ: 0-83
Rollover IRA, Flexible Premium Roth IRA, Roth Conversion IRA
and Rollover TSA: 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
registered representative, or call us, if you have any questions.

OTHER CONTRACTS

We offer a variety of fixed and variable annuity contracts. They may offer
features, including investment options, fees and/or charges that are different
from those in the contracts offered by this prospectus. Not every contract is
offered through the same distributor. Upon request, your registered
representative can show you information regarding other Equitable Life annuity
contracts that he or she distributes. You can also contact us to find out more
about any of the Equitable Life annuity contracts.

<PAGE>

Fee table
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10 Fee table
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The fee table below will help you understand the various charges and expenses
that apply to your contract. The table reflects charges you will directly incur
under the contract, as well as charges and expenses of the portfolios that you
will bear indirectly. Charges designed to approximate certain taxes imposed on
us, such as premium taxes in your state 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 in "Charges and expenses"
later in this prospectus.

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>
<S> <C>
CHARGES WE DEDUCT FROM YOUR VARIABLE INVESTMENT OPTIONS EXPRESSED AS AN
ANNUAL PERCENTAGE OF DAILY NET ASSETS
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Mortality and expense risks(1) 0.70%
Administrative 0.25% current (0.35% maximum)
------------------------------
Total annual expenses 0.95% current (1.05% maximum)

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CHARGES WE DEDUCT FROM YOUR ACCOUNT VALUE ON EACH CONTRACT DATE ANNIVERSARY
- -----------------------------------------------------------------------------------------------------------------------------
Maximum annual administrative charge
If your account value on a contract date anniversary is less than $25,000(2)
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 Contract
surrender your contract or make certain withdrawals. The withdrawal charge year
percentage we use is determined by the contract year in which you make the 1... 7.00%
withdrawal or surrender your contract. For each contribution, we consider the 2... 6.00%
contract year in which we receive that contribution to be "contract year 1")(3) 3... 5.00%
4... 4.00%
5... 3.00%
6... 2.00%
7... 1.00%
8+.. 0.00%
Charge if you elect a Variable Immediate Annuity payout option $350
</TABLE>

<PAGE>

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11 Fee table
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
TOTAL
OTHER ANNUAL
EXPENSES EXPENSES
MANAGEMENT (AFTER EXPENSE (AFTER EXPENSE
FEES(4) 12B-1 FEES(5) LIMITATION)(6) LIMITATION)(7)
-------------- ----------------- --------------- ---------------
<S> <C> <C> <C> <C>
EQ/Aggressive Stock 0.60% 0.25% 0.04% 0.89%
Alliance Common Stock 0.46% 0.25% 0.04% 0.75%
Alliance High Yield 0.60% 0.25% 0.05% 0.90%
Alliance Money Market 0.34% 0.25% 0.05% 0.64%
EQ/Alliance Premier Growth 0.90% 0.25% 0.00% 1.15%
Alliance Small Cap Growth 0.75% 0.25% 0.07% 1.07%
EQ/Alliance Technology 0.90% 0.25% 0.00% 1.15%
BT Equity 500 Index 0.25% 0.25% 0.10% 0.60%
BT International Equity Index 0.35% 0.25% 0.40% 1.00%
BT Small Company Index 0.25% 0.25% 0.25% 0.75%
Capital Guardian International 0.85% 0.25% 0.10% 1.20%
Capital Guardian Research 0.65% 0.25% 0.05% 0.95%
Capital Guardian U.S. Equity 0.65% 0.25% 0.05% 0.95%
EQ/Evergreen 0.65% 0.25% 0.05% 0.95%
EQ/Evergreen Foundation 0.60% 0.25% 0.10% 0.95%
J.P. Morgan Core Bond 0.45% 0.25% 0.10% 0.80%
Lazard Large Cap Value 0.65% 0.25% 0.05% 0.95%
Lazard Small Cap Value 0.75% 0.25% 0.10% 1.10%
MFS Emerging Growth Companies 0.65% 0.25% 0.10% 1.00%
MFS Growth with Income 0.60% 0.25% 0.10% 0.95%
MFS Research 0.65% 0.25% 0.05% 0.95%
Mercury Basic Value Equity 0.60% 0.25% 0.10% 0.95%
Mercury World Strategy 0.70% 0.25% 0.25% 1.20%
Morgan Stanley Emerging Markets Equity 1.15% 0.25% 0.35% 1.75%
EQ/Putnam Growth & Income Value 0.60% 0.25% 0.10% 0.95%
EQ/Putnam International Equity 0.85% 0.25% 0.15% 1.25%
EQ/Putnam Investors Growth 0.65% 0.25% 0.05% 0.95%
</TABLE>

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

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

(2) 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.

(3) Deducted upon a withdrawal of amounts in excess of the 10% free
withdrawal amount, and upon surrender of a contract.

(4) The management fees shown reflect revised management fees, effective on
or about May 1, 2000 which were approved by shareholders. The management
fee shown for Lazard Large Cap Value does not reflect the waiver of a
portion of each portfolio's investment management fees that are currently
in effect. The management fee for each portfolio cannot be increased
without a vote of each portfolio's shareholders.

<PAGE>

- -----
12 Fee table
- --------------------------------------------------------------------------------

(5) 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 1999, absent the expense limitation
agreement.

(6) The amounts shown as "Other Expenses" will fluctuate from year to year
depending on actual expenses. See footnote (7) for any expense limitation
agreements.

On October 18, 1999, the Alliance portfolios (other than EQ/Alliance
Premier Growth and EQ/Alliance Technology) 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 entire
year ended December 31, 1999. The restated expenses reflect an increase of
0.01% for each of these portfolios.

(7) 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 each of the following portfolios: 1.75% for Morgan Stanley
Emerging Markets Equity; 1.25% for EQ/Putnam International Equity; 1.20%
for Capital Guardian International and Mercury World Strategy; 1.15% for
EQ/Alliance Premier Growth and EQ/Alliance Technology; 1.10% for Lazard
Small Cap Value; 1.00% for BT International Equity Index and MFS Emerging
Growth Companies; 0.95% for Capital Guardian U.S. Equity, Capital
Guardian Research, EQ/Evergreen, EQ/Evergreen Foundation, Lazard Large
Cap Value, MFS Growth with Income, MFS Research, Mercury Basic Value
Equity, EQ/Putnam Growth & Income Value and EQ/Putnam Investors Growth;
0.80% for J.P. Morgan Core Bond; 0.75% for BT Small Company Index; and
0.60% for BT Equity 500 Index. The expense limitations for the BT Equity
500 Index, EQ/Putnam Growth & Income Value, EQ/Putnam International
Equity, Mercury Basic Value Equity, MFS Growth with Income, MFS Research
and MFS Emerging Growth Companies portfolios reflect an increase
effective on May 1, 2000. The expense limitation for the EQ/Evergreen and
Lazard Small Cap Value portfolio reflects a decrease effective on May 1,
2000.

Absent the expense limitation, the "Other Expenses" for 1999 on an
annualized basis for each of the portfolios would have been as follows:
1.00% for Morgan Stanley Emerging Markets Equity; 0.32% for EQ/Putnam
International Equity; 0.66% for Capital Guardian International; 0.46% for
Mercury World Strategy; 0.23% for EQ/Alliance Premier Growth; 0.10% for
EQ/Alliance Technology; 0.26% for Lazard Small Cap Value; 0.49% for BT
International Equity Index; 0.17% for MFS Emerging Growth Companies; 0.34%
for Capital Guardian U.S. Equity; 0.47% for Capital Guardian Research;
1.87% for EQ/Evergreen; 1.07% for EQ/Evergreen Foundation; 0.21% for
Lazard Large Cap Value; 0.37% for MFS Growth with Income; 0.17% for MFS
Research; 0.17% for Mercury Basic Value Equity; 0.16% for EQ/Putnam Growth
& Income Value; 0.19% for EQ/Putnam Investors Growth; 0.20% for J.P.
Morgan Core Bond; 0.71% for BT Small Company Index; and 0.18% for BT
Equity 500 Index. Initial seed capital was invested on April 30, 1999 for
EQ/Alliance Premier Growth, Capital Guardian U.S. Equity and Capital
Guardian Research portfolios and will be invested on or about May 1, 2000
for EQ/Alliance Technology Portfolio 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>

- -----
13 Fee table
- --------------------------------------------------------------------------------

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 $0.14 per $1,000. Other than as
indicated above, the charges used in the examples are the maximum charges
rather than the lower current charges. The administrative and annual
administrative charges used in the examples are the maximum charges.

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

<TABLE>
<CAPTION>
IF YOU SURRENDER YOUR CONTRACT
AT THE END OF EACH PERIOD SHOWN,
THE EXPENSES WOULD BE:
-------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
EQ/Aggressive Stock $ 90.79 $ 114.21 $ 140.20 $ 237.47
Alliance Common Stock $ 89.32 $ 109.76 $ 132.72 $ 222.19
Alliance High Yield $ 90.90 $ 114.53 $ 140.74 $ 238.55
Alliance Money Market $ 88.17 $ 106.25 $ 126.80 $ 210.03
EQ/Alliance Premier Growth $ 94.67 $ 125.91 $ 159.78 $ 276.84
Alliance Small Cap Growth $ 92.68 $ 119.91 $ 149.76 $ 256.81
EQ/Alliance Technology $ 93.62 $ 122.76 $ 154.52 $ 266.34
BT Equity 500 Index $ 87.85 $ 105.30 $ 125.18 $ 206.69
BT International Equity Index $ 92.05 $ 118.01 $ 146.59 $ 250.40
BT Small Company Index $ 89.43 $ 110.08 $ 133.25 $ 223.29
Capital Guardian International $ 94.15 $ 124.33 $ 157.15 $ 271.60
Capital Guardian Research $ 91.52 $ 116.43 $ 143.93 $ 245.03
Capital Guardian U.S. Equity $ 91.52 $ 116.43 $ 143.93 $ 245.03
EQ/Evergreen $ 91.52 $ 116.43 $ 143.93 $ 245.03
EQ/Evergreen Foundation $ 91.52 $ 116.43 $ 143.93 $ 245.03
J.P. Morgan Core Bond $ 89.95 $ 111.67 $ 135.93 $ 228.76
Lazard Large Cap Value $ 91.52 $ 116.43 $ 143.93 $ 245.03
Lazard Small Cap Value $ 93.10 $ 121.18 $ 151.88 $ 261.06
MFS Emerging Growth Companies $ 92.05 $ 118.01 $ 146.59 $ 250.40
MFS Growth with Income $ 91.52 $ 116.43 $ 143.19 $ 245.03
MFS Research $ 91.52 $ 116.43 $ 143.93 $ 245.03
Mercury Basic Value Equity $ 91.52 $ 116.43 $ 143.93 $ 245.03
Mercury World Strategy $ 94.15 $ 124.33 $ 157.15 $ 271.60
Morgan Stanley Emerging Markets Equity $ 99.92 $ 141.58 $ 185.73 $ 327.74
EQ/Putnam Growth & Income Value $ 91.52 $ 116.43 $ 143.93 $ 245.03
EQ/Putnam International Equity $ 94.67 $ 125.91 $ 159.78 $ 276.84
EQ/Putnam Investors Growth $ 92.57 $ 119.60 $ 149.23 $ 255.74

<CAPTION>
IF YOU DO NOT SURRENDER YOUR CONTRACT
AT THE END OF EACH PERIOD SHOWN,
THE EXPENSES WOULD BE:
------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ---------- ------------ ------------
<S> <C> <C> <C> <C>
EQ/Aggressive Stock $ 20.79 $ 64.21 $ 110.20 $ 237.47
Alliance Common Stock $ 19.32 $ 59.76 $ 102.72 $ 222.19
Alliance High Yield $ 20.90 $ 64.53 $ 110.74 $ 238.55
Alliance Money Market $ 18.17 $ 56.25 $ 96.80 $ 210.03
EQ/Alliance Premier Growth $ 24.67 $ 75.91 $ 129.78 $ 276.84
Alliance Small Cap Growth $ 22.68 $ 69.91 $ 119.76 $ 256.81
EQ/Alliance Technology $ 23.62 $ 72.76 $ 124.52 $ 266.34
BT Equity 500 Index $ 17.85 $ 55.30 $ 95.18 $ 206.69
BT International Equity Index $ 22.05 $ 68.01 $ 116.59 $ 250.40
BT Small Company Index $ 19.43 $ 60.08 $ 103.25 $ 223.29
Capital Guardian International $ 24.15 $ 74.33 $ 127.15 $ 271.60
Capital Guardian Research $ 21.52 $ 66.43 $ 113.93 $ 245.03
Capital Guardian U.S. Equity $ 21.52 $ 66.43 $ 113.93 $ 245.03
EQ/Evergreen $ 21.52 $ 66.43 $ 113.93 $ 245.03
EQ/Evergreen Foundation $ 21.52 $ 66.43 $ 113.93 $ 245.03
J.P. Morgan Core Bond $ 19.95 $ 61.67 $ 105.93 $ 228.76
Lazard Large Cap Value $ 21.52 $ 66.43 $ 113.93 $ 245.03
Lazard Small Cap Value $ 23.10 $ 71.18 $ 121.88 $ 261.06
MFS Emerging Growth Companies $ 22.05 $ 68.01 $ 116.59 $ 250.40
MFS Growth with Income $ 21.52 $ 66.43 $ 113.93 $ 245.03
MFS Research $ 21.52 $ 66.43 $ 113.93 $ 245.03
Mercury Basic Value Equity $ 21.52 $ 66.43 $ 113.93 $ 245.03
Mercury World Strategy $ 24.15 $ 74.33 $ 127.15 $ 271.60
Morgan Stanley Emerging Markets Equity $ 29.92 $ 91.58 $ 155.73 $ 327.74
EQ/Putnam Growth & Income Value $ 21.52 $ 66.43 $ 113.93 $ 245.03
EQ/Putnam International Equity $ 24.67 $ 75.91 $ 129.78 $ 276.84
EQ/Putnam Investors Growth $ 22.57 $ 69.60 $ 119.23 $ 255.74
</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 A VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION:

Assuming an annuity payout option could be issued (see note (1) above), and you
elect a Variable Immediate Annuity payout option, the expenses shown in the
example for "if you do not surrender your contract" would, in each case, be
increased by $4.34 based on the average amount applied to annuity payout
options in 1999. See "Annuity administrative fee" in "Charges and expenses."

CONDENSED FINANCIAL INFORMATION

Please see Appendix I at the end of this prospectus for the unit values and the
number of units outstanding as of the end of the periods shown for each of the
variable investment options available as of December 31, 1999.

<PAGE>

1
Contract features and benefits

- --------
15 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" in "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.
- --------------------------------------------------------------------------------------------------------------------------
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 must be
o Rollovers from another traditional net of required minimum distributions.
individual retirement arrangement.
o Regular IRA contributions are limited to
o Direct custodian-to-custodian transfers $2,000 per year
from another traditional individual
retirement arrangement. o Although we accept regular IRA
contributions under Rollover IRA
o Regular IRA contributions. contracts we intend that this contract
be used for rollover and direct transfer
contributions. Please refer to
"Withdrawals, payments and transfer of
funds out of traditional IRA's" in "Tax
Information" for a discussion of conduit
IRAs.
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- -----
16 Contract features and benefits
- --------------------------------------------------------------------------------

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

o Regular contributions are not permitted.

o Only rollover and direct transfer
contributions are permitted.
- --------------------------------------------------------------------------------------------------------------------------
Rollover TSA 20 through 83 o Rollovers from another TSA contract or o Additional contributions may be made
arrangement up to age 84.

o Rollovers from a traditional IRA which o Contributions after age 70 1/2 must be
was a "conduit" for TSA funds net of required minimum distributions
previously rolled over.
o Employer-remitted contributions are not
o Direct transfer from another contract or permitted.
arrangement under Section 403(b) of
the Internal Revenue Code, complying
with IRS Revenue Ruling 90-24.

This contract may not be available in your state.
- --------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>
- -----
17 Contract features and benefits
- --------------------------------------------------------------------------------

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

o 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. Please refer to
"Withdrawals, payments and transfers
of funds out of traditional IRAs," in
"Tax information" for a discussion of
conduit IRAs.
- --------------------------------------------------------------------------------------------------------------------------
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."

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

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.

<PAGE>

- ----------
18 Contract features and benefits
- --------------------------------------------------------------------------------

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

OWNER AND ANNUITANT REQUIREMENTS

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

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

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 in "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
and generally ends at 4:00 p.m. Eastern time. We may, however, close due to
emergency conditions.
- --------------------------------------------------------------------------------

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 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 the variable investment options.
- --------------------------------------------------------------------------------

<PAGE>
- -----
19 Contract features and benefits
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PORTFOLIOS OF EQ ADVISORS TRUST
- ------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME OBJECTIVE ADVISER
- --------------------------------- -------------------------------------------------- -----------------------------------------
<S> <C> <C>
EQ/Aggressive Stock Long-term growth of capital Alliance Capital Management L.P.,
Massachusetts Financial Services Company
- ------------------------------------------------------------------------------------------------------------------------------
Alliance Common Stock Long-term growth of capital and increasing Alliance Capital Management L.P.
income
- ------------------------------------------------------------------------------------------------------------------------------
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 Money Market High level of current income while preserving Alliance Capital Management L.P.
assets and maintaining liquidity
- ------------------------------------------------------------------------------------------------------------------------------
EQ/Alliance Premier Growth 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 Technology 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 International Equity Index Replicate as closely as possible (before Bankers Trust Company
deduction of portfolio expenses) the total return
of the Morgan Stanley Capital International
Europe, Australia, Far East Index
- ------------------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------------------
Capital Guardian International Long-term growth of capital by investing Capital Guardian Trust Company
primarily in non-United States equity securities
- ------------------------------------------------------------------------------------------------------------------------------
Capital Guardian Research Long-term growth of capital Capital Guardian Trust Company
- ------------------------------------------------------------------------------------------------------------------------------
Capital Guardian U.S. Equity Long-term growth of capital Capital Guardian Trust Company
- ------------------------------------------------------------------------------------------------------------------------------
EQ/Evergreen Long-term growth of capital Evergreen Asset Management Corp.
- ------------------------------------------------------------------------------------------------------------------------------
EQ/Evergreen Foundation In order of priority, reasonable income, Evergreen Asset Management Corp.
conservation of capital, and capital appreciation
- ------------------------------------------------------------------------------------------------------------------------------
J.P. Morgan Core Bond High total return consistent with moderate risk J. P. Morgan Investment Management Inc.
of capital and maintenance of liquidity
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- ----------
20 Contract features and benefits
- -------------------------------------------------------------------------------

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. 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 discuss the market value
adjustment below and in greater detail later in this prospectus in "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

<PAGE>

- ----------
21 Contract features and benefits
- --------------------------------------------------------------------------------

fixed maturity option plus interest, at the rate to maturity for that
contribution, to the date of the calculation. This is the fixed maturity
option's "maturity value." Before maturity, the current value we will report
for your fixed maturity amounts will reflect a market value adjustment. Your
current value will reflect the market value adjustment that we would make if
you were to withdraw all of your fixed maturity amounts on the date of the
report. We call this your "market adjusted amount."

FIXED MATURITY OPTIONS AND MATURITY DATES. We currently offer fixed maturity
options ending on February 15th for each of the maturity years 2001 through
2010. 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 less.

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, in "More information" later in
this prospectus. Appendix II 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>

- ----------
22 Contract features and benefits
- --------------------------------------------------------------------------------

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 March 15, 2000 you
chose the fixed maturity option with a maturity date of February 15, 2010, since
the rate to maturity was 6.23% on March 15, 2000, we would have allocated
$5,488.00 to that fixed maturity option and the balance to your choice of
variable investment options. On the maturity date your value in the fixed
maturity option would be $10,000.

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

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. If state
law requires, this "free look" period may be longer.

Generally, your refund will equal your account value under the contract on the
day we receive notification of your decision to cancel 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). Some states require that we
refund the full amount of your contribution (not reflecting (i) or (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.

In addition to the cancellation right described above, 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>
2
Determining your contract's value

- ----------------
23 Determining your contract's value
- --------------------------------------------------------------------------------

YOUR ACCOUNT VALUE AND CASH VALUE

Your "account value" is the total of the: (i) values you have in the variable
investment options; (ii) market adjusted amounts in the fixed maturity options;
and (iii) value you have in the loan reserve account (applies for Rollover TSA
contracts only). These amounts are subject to certain fees and charges discussed
in "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 (i) the
total amount or pro rata portion of the annual administrative charge; (ii) any
applicable withdrawal charges; and, (iii) the amount of any outstanding loan
plus accrued interest (applicable to Rollover TSA contracts only). Please see
"Surrendering your contract to receive its cash value" in "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 less daily charges for:

(i) mortality and expense risks; and

(ii) 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 purchased for or 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 they are:

(i) increased to reflect additional contributions;

(ii) decreased to reflect a withdrawal (plus applicable withdrawal charges);

(iii) increased to reflect a transfer into, or decreased to reflect a transfer
out of, a variable investment option; or

(iv) decreased to reflect a transfer of your loan amount to the loan reserve
account under a Rollover TSA contract.

In addition, when we deduct the annual administrative 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>

3
Transferring your money among investment options

- ----------------
24 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% or less.

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. (We anticipate
that transfers will be available online by using EQAccess by the end of 2000).
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 will confirm all transfers in writing.

MARKET TIMING

You should note that the product is not designed for professional "market
timing" organizations, or other organizations or individuals engaging in a
market timing strategy, making programmed transfers, frequent transfers or
transfers that are large in relation to the total assets of the underlying
mutual fund portfolio. Market timing strategies are disruptive to the underlying
mutual fund portfolios in which the variable investment options invest. If we
determine that your transfer patterns among the variable investment options
reflect a market timing strategy, we reserve the right to take action that will
prevent the use of a market timing strategy including, but not limited to:
restricting the availability of transfers through telephone requests, facsimile
transmissions, automated telephone services, Internet services or any electronic
transfer services. We may also refuse to act on transfer instructions of an
agent acting under a power of attorney who is acting on behalf of more than one
owner.

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

<PAGE>

- ----------
25 Transferring your money among investment options
- --------------------------------------------------------------------------------

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

(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; the rebalancing program will remain in effect unless you
request that it be canceled in writing.

You may not elect the rebalancing program if you are participating in the dollar
cost averaging program.

<PAGE>

4
Accessing your money

- ----------------
26 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."

<TABLE>
<CAPTION>
METHOD OF WITHDRAWAL
- -------------------------------------------------------------------------------
SUBSTANTIALLY MINIMUM
CONTRACT LUMP SUM SYSTEMATIC EQUAL DISTRIBUTION
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NQ Yes Yes No No
Rollover IRA Yes Yes Yes Yes
- -------------------------------------------------------------------------------
Roth Conversion
IRA Yes Yes Yes No
Rollover TSA* Yes No No Yes
Flexible
Premium IRA Yes Yes Yes Yes
Flexible
Premium
Roth IRA Yes Yes Yes No
</TABLE>

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

LUMP SUM WITHDRAWALS
(All contracts)

You may take lump sum withdrawals from your account value at any time.
(Rollover TSA contracts may have restrictions). The minimum amount you may
withdraw is $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 (see "10%
free withdrawal amount" in "Charges and Expenses") may be subject to a
withdrawal charge. Under Rollover TSA contracts, if a loan is outstanding, you
may only take lump sum withdrawals as long as the cash value remaining after
any withdrawal equals at least 10% of the outstanding loan plus accrued
interest.

SYSTEMATIC WITHDRAWALS
(NQ and all IRA contracts only)

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)

The substantially equal withdrawals option allows you to receive distributions
from your account value without

<PAGE>

- ----------
27 Accessing your money
- --------------------------------------------------------------------------------

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 after the later of age 59 1/2 or five full
years after the first withdrawal. If you stop or change the withdrawals or
take a lump sum withdrawal, you may be liable for the 10% federal tax penalty
that would have otherwise been due on prior withdrawals made under this option
and for any interest on those withdrawals.

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

Substantially equal withdrawals are not subject to a withdrawal charge.

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

We offer the minimum distribution withdrawal option to help you meet lifetime
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.

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

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

For Rollover IRA, Flexible Premium IRA and Rollover TSA contracts, we will
send a form outlining the distribution options available in the year you reach
age 701/2 (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 to
withdrawals from the fixed maturity options.

LOANS UNDER ROLLOVER TSA CONTRACTS

You may take loans from a Rollover TSA unless restricted by the employer who
provided the Rollover TSA funds. If you cannot take a loan, or cannot take a
loan without approval from the employer who provided the funds, we will have
this information in our records based on what you and the employer who
provided the funds told us when you purchased your contract. The employer must
also tell us whether special employer plan rules of the Employee

<PAGE>

- ----------
28 Accessing your money
- --------------------------------------------------------------------------------

Retirement Income Security Act of 1974 ("ERISA") apply. We will not permit you
to take a loan while you are taking minimum distribution withdrawals.

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

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

(1) the date annuity payments begin,

(2) the date the contract terminates, and

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

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

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

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

SURRENDERING YOUR CONTRACT TO RECEIVE ITS CASH VALUE

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

You may receive your cash value in a single sum payment or apply it to one or
more of the annuity payout options. See "Your annuity payout options" below.
For the tax consequences of surrenders, see "Tax information."

WHEN TO EXPECT PAYMENTS

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

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

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

<PAGE>

- ----------
29 Accessing your money
- --------------------------------------------------------------------------------

(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 10 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.

ANNUITY PURCHASE FACTORS

Annuity purchase factors are the factors applied to determine your periodic
payments under the annuity payout options. The annuity payout options are
discussed under "Your annuity payout options" below. The guaranteed annuity
purchase factors are those factors specified in your contract. The current
annuity purchase factors are those factors that are in effect at any given
time. Annuity purchase factors are based on interest rates, mortality tables,
frequency of payments, the form of annuity benefit, and the annuitant's (and
any joint annuitant's) age and sex in certain instances.

YOUR ANNUITY PAYOUT OPTIONS

Equitable Accumulator Express offers you several choices of annuity payout
options. Some enable you to receive fixed annuity payments, which can be
either level or increasing, and others enable you to receive variable annuity
payments.

You can choose from among the annuity payout options listed below.
Restrictions may apply, depending on the type of contract you own or the
annuitant's age at contract issue.

<TABLE>
- ------------------------------------------------------------------
<S> <C>
Fixed annuity payout options Life annuity
Life annuity with period
certain
Life annuity with refund
certain
Period certain annuity
- ------------------------------------------------------------------
Variable Immediate Annuity Life annuity (not available
payout options in New York)
Life annuity with period
certain
- ------------------------------------------------------------------
Income Manager payout Life annuity with period
options certain
Period certain annuity
- ------------------------------------------------------------------
</TABLE>

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 with 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. The period certain
cannot extend beyond the annuitant's life expectancy. A life annuity with
a period certain is the form of annuity under the contract that you will
receive if you do not elect a different payout option. In this case, the
period certain will be based on the annuitant's age and will not exceed 10
years.

o Life annuity with 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 guaranteed period may
not exceed the annuitant's life expectancy. This option does not guarantee

<PAGE>

- ----------
30 Accessing your money
- --------------------------------------------------------------------------------

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. This payout option is available only as a fixed annuity.

The life annuity, life annuity with period certain, and life annuity with
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. We may offer other payout options not
outlined here. Your registered representative can provide details.

FIXED ANNUITY PAYOUT OPTIONS

With fixed annuities, we guarantee fixed annuity payments will be based either
on the tables of guaranteed annuity purchase factors in your contract or on
our then current annuity purchase factors, whichever is more favorable for
you.

VARIABLE IMMEDIATE ANNUITY PAYOUT OPTIONS

Variable Immediate Annuities are described in a separate prospectus that is
available from your registered representative. Before you select a Variable
Immediate Annuity payout option, you should read the prospectus which contains
important information that you should know.

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

INCOME MANAGER PAYOUT OPTIONS

The Income Manager payout annuity contracts differ from the other payout
annuity contracts. The other payout annuity contracts may provide higher or
lower income levels, but do not have all the features of the Income Manager
payout annuity contract. You may request an illustration of the Income Manager
payout annuity contract from your registered representative. Income Manager
payout options are described in a separate prospectus that is available from
your registered representative. Before you select an Income Manager payout
option, you should read the prospectus which contains important information
that you should know.

Both Income Manager payout options provide guaranteed level payments (NQ and
IRA contracts). The Income Manager (life annuity with period certain) also
provides guaranteed increasing payments (NQ contracts only). You may not elect
a period certain Income Manager payout option unless withdrawal charges are no
longer in effect under your Equitable Accumulator Express.

For Rollover TSA contracts, if you want to elect an Income Manager payout
option, we will first roll over amounts in such contract to a Rollover IRA
contract. You will be the owner of the Rollover IRA contract.

You may choose to apply only part of the account value of your Equitable
Accumulator Express contract to an Income Manager payout annuity. In this
case, we will consider any amounts applied as a withdrawal from your Equitable
Accumulator Express and we will deduct any applicable withdrawal charge. For
the tax consequences of withdrawals, see "Tax information."

Depending upon your circumstances, the purchase of an Income Manager contract
may be done on a tax-free basis. Please consult your tax adviser.

THE AMOUNT APPLIED TO PURCHASE AN ANNUITY PAYOUT OPTION

The amount applied to purchase an annuity payout option varies, depending on
the payout option that you choose, and

<PAGE>

- ----------
31 Accessing your money
- --------------------------------------------------------------------------------

the timing of your purchase as it relates to any withdrawal charges or market
value adjustments.

If amounts in a fixed maturity option are used to purchase any annuity payout
option, prior to the maturity date, a market value adjustment will apply.

For the fixed annuity payout options and Variable Immediate Annuity payout
options, no withdrawal charge is imposed if you select a life annuity, life
annuity with period certain or life annuity with refund certain.

For the fixed annuity payout option, the withdrawal charge applicable under
your Equitable Accumulator Express is imposed if you select a period certain.
If the period certain is more than 5 years, then the withdrawal charge
deducted will not exceed 5% of the account value.

For the Income Manager payout options no withdrawal charge is imposed under
the Equitable Accumulator Express. If the withdrawal charge that otherwise
would have been applied to your account value under your Equitable Accumulator
Express is greater than 2% of the contributions that remain in your contract
at the time you purchase your payout option, the withdrawal charges under the
Income Manager will apply. For this purpose, the year in which your account
value is applied to the payout option will be "contract year 1."

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 are applying
only some of your account value to an Income Manager contract. The contract
owner and annuitant must meet the issue age and payment requirements.

You can choose the date annuity payments begin but it may not be earlier than
thirteen months from the Equitable Accumulator Express contract date. Except
with respect to the Income Manager annuity payout options, where payments are
made on the 15th day of each month, 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 the last date by which annuity payments must begin, we will notify you
by letter. Once you have selected an annuity payout option and payments have
begun, no change can be made other than: (i) transfers (if permitted in the
future) among the variable investment options if a Variable Immediate Annuity
payout option is selected; and (ii) withdrawals or contract surrender (subject
to a market value adjustment) if an Income Manager annuity payout option is
chosen.

The amount of the annuity payments will depend on the amount applied to
purchase the annuity and the applicable annuity purchase factors, discussed
earlier.

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.

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

<PAGE>

5
Charges and expenses

- ----------------
32 Charges and expenses
- --------------------------------------------------------------------------------

CHARGES THAT EQUITABLE LIFE DEDUCTS

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

o A mortality and expense risks charge

o An administrative charge

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

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

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 designed to approximate
certain taxes that may be imposed on us, such as premium taxes in your
state. 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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33 Charges and expenses
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WITHDRAWAL CHARGE

A withdrawal charge applies in two circumstances:
(1) if you make one or more withdrawals during a contract year that, in total,
exceed the 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:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CONTRACT YEAR
- --------------------------------------------------------------------------------
1 2 3 4 5 6 7 8+
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Percentage of
contribution 7% 6% 5% 4% 3% 2% 1% 0%
- --------------------------------------------------------------------------------
</TABLE>

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 the same withdrawal charge percentage. 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 designed to approximate certain taxes that may be imposed
on us, such as premium taxes 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 by us varies by state and ranges from 0% to 3.5%
(1% in Puerto Rico and 5% in the U.S. Virgin Islands).

VARIABLE IMMEDIATE ANNUITY PAYOUT OPTION ADMINISTRATIVE FEE

We deduct a fee of $350 from the amount to be applied to the Variable
Immediate 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%.

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

o Investment-related expenses, such as brokerage commissions.

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

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the withdrawal
charge or the mortality and expense risks charge, or change the minimum
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.

<PAGE>

6
Payment of death benefit

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35 Payment of death benefit
- --------------------------------------------------------------------------------

YOUR BENEFICIARY AND PAYMENT OF BENEFIT

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

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. Under Rollover TSA contracts, we will
deduct the amount of any outstanding loan plus accrued interest from the
amount of the death benefit.

EFFECT OF THE ANNUITANT'S DEATH

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

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

For IRA contracts, a beneficiary may be able to have limited ownership as
discussed under "Beneficiary continuation option" 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 this beneficiary to be the successor owner, you should name a
specific 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 successor owner (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

<PAGE>
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36 Payment of death benefit
- --------------------------------------------------------------------------------

not chosen an annuity payout option as of the time of the annuitant's death,
the beneficiary will receive the death benefit in a single sum. However,
subject to any exceptions in the contract, our rules and any applicable
requirements under federal income tax rules, the beneficiary may elect to
apply the death benefit to one or more annuity payout options we offer at the
time. See "Your annuity payout options" in "Accessing your money" earlier in
this prospectus. Please note that any annuity payout option chosen may 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. The increase in the account value will be allocated to the
investment options according to the allocation percentages we have on file for
your contract. Thereafter, withdrawal charges will no longer apply to this
amount. Withdrawal charges will apply if you make additional contributions.
These additional contributions will be withdrawn only after all other amounts
have been withdrawn. 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

Upon your death under an IRA contract, a beneficiary may generally elect to
keep the contract in your name and receive distributions under the contract
instead of receiving the death benefit in a single sum. In order to elect this
option, the beneficiary must be an individual. Certain trusts with only
individual beneficiaries will be treated as individual. This election must be
made within 60 days following the date we receive proof of your death. We will
increase the account value to equal the death benefit if the death benefit is
greater than the account value. Except as noted in the next sentence, the
beneficiary continuation option will be available on or after May 1, 2000
depending on when we receive regulatory clearance in your state. For Rollover
IRA and Flexible Premium IRA contracts, a similar beneficiary continuation
option will be available until the beneficiary continuation option described
in this prospectus is available. Please contact our processing office for
further information.

Under the beneficiary continuation option:

o The contract continues in your name for the benefit of your beneficiary.

o The beneficiary may make transfers among the investment options but no
additional contributions will be permitted.

o The guaranteed death benefit provisions will no longer be in effect.

o The beneficiary may choose at any time to withdraw all or a portion of the
account value and no withdrawal charges will apply. Any partial withdrawal
must be at least $300.

o Upon the death of the beneficiary, any remaining death benefit will be paid
in a lump sum to the person the beneficiary chooses.

For Traditional IRA contracts only, if you die AFTER the "Required Beginning
Date" for required minimum distributions (see "Tax information"), 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. You should contact our processing office for
further information.

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37 Payment of death benefit
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For all of the above contracts, if you die BEFORE the Required Beginning Date
(and for traditional IRA, therefore you were not taking minimum distribution
withdrawals under the contract) the beneficiary may choose one of the
following two beneficiary continuation options:

1. Payments over life expectancy period. The beneficiary can receive annual
minimum distributions based on the beneficiary's life expectancy. If there is
more than one beneficiary, the shortest life expectancy is used. These minimum
distributions must begin by December 31st of the calendar year following the
year of your death. In some situations, a spouse beneficiary who elects to
continue the contract in your name under the beneficiary continuation option
instead of electing successor owner/annuitant status may also choose to delay
beginning these minimum distributions until the December 31st of the calendar
year in which you would have turned age 70 1/2.

2. Five Year Rule. The beneficiary can take withdrawals as desired. If the
beneficiary does not withdraw the entire account value by the December 31st of
the fifth calendar year following your death, we will pay any amounts
remaining under the contract to the beneficiary by that date. If you have more
than one beneficiary, and one of them elects this option, then all of your
beneficiaries will receive this option.

<PAGE>

7
Tax information

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38 Tax information
- --------------------------------------------------------------------------------

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,
Flexible Premium Roth IRA, or Rollover TSA. Therefore, we discuss the tax
aspects of each type of contract separately.

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

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

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

TRANSFERS AMONG INVESTMENT OPTIONS

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

TAXATION OF NONQUALIFIED ANNUITIES

CONTRIBUTIONS

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

CONTRACT EARNINGS

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

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

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

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

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

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

ANNUITY PAYMENTS

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

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

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39 Tax information
- --------------------------------------------------------------------------------

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

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.

A recent case permitted an owner to direct the proceeds of a partial
withdrawal from one nonqualified deferred annuity contract to a different
insurer to purchase a new nonqualified deferred annuity contract on a
tax-deferred basis. Special forms, agreement between the carriers and
provision of cost basis information may be required to process this type of an
exchange.

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.

OTHER INFORMATION

The Treasury Department has the authority to issue guidelines prescribing the
circumstances in which your ability to direct your investment to particular
portfolios within a separate account may cause you, rather than the insurance
company, to be treated as the owner of the portfolio shares attributable to
your nonqualified annuity. In that case, income and gains attributable to such
portfolio shares would be included in your gross income for federal income tax

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40 Tax information
- --------------------------------------------------------------------------------

purposes. Under current rules, however, we believe that Equitable Life, and
not the owner of a nonqualified annuity contract, would be considered the
owner of the portfolio shares.

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.

INDIVIDUAL RETIREMENT ARRANGEMENTS (IRAS)

GENERAL

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

There are two basic types of IRAs, as follows:

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

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

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

You can hold your IRA assets in as many different accounts and annuities as
you would like, as long as you meet the rules for setting up and making
contributions to IRAs. However, if you own multiple IRAs, you may be required
to combine IRA values or contributions for tax purposes. For further
information about individual retirement arrangements, you can read Internal
Revenue Service Publication 590 ("Individual Retirement Arrangements (IRAs)").
This publication is usually updated annually, and can be obtained from any IRS
district office or the IRS Web site (http://www.irs.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.
Although we do not have IRS approval as to form, we believe that the version
of the Roth IRA currently offered complies with the requirements of the
Internal Revenue Code.

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41 Tax information
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CANCELLATION

You can cancel an Equitable Accumulator Express IRA contract by following the
directions in "Your right to cancel within a certain number of days" under
"Contract features and benefits" earlier in the prospectus. You can cancel an
Equitable Accumulator 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").

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.

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42 Tax information
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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 $32,000 and $42,000 in 2000. 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 $52,000 and $62,000
in 2000. 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 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 2000, you determine
AGI and subtract $32,000 if you are single, or $52,000 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:

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

</TABLE>

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.

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

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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.

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.

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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

(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.

WITHDRAWALS, PAYMENTS AND TRANSFERS OF FUNDS OUT OF TRADITIONAL IRAS

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

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

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

In addition, a distribution is not taxable if:

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

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

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

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

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

Similar rules apply in the case of a TSA.

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

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Distributions from a traditional IRA are not eligible for favorable 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 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

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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.

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

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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
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 after 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

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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.

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

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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 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.

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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.

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

Generally the same as traditional IRA.

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.

TAX-SHELTERED ANNUITY CONTRACTS (TSAS)

GENERAL

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

CONTRIBUTIONS TO TSAS

There are two ways you can make contributions to your Rollover TSA contract:

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

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

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

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

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

Employer-remitted contributions to TSAs made through the employer's payroll
are subject to annual limits. (Tax-free transfer or tax-deferred rollover
contributions from another 403(b) arrangement are not subject to these annual
contribution limits). Commonly, some or all of the contributions made to a TSA
are made under a salary

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reduction agreement between the employee and the employer. These contributions
are called "salary reduction" or "elective deferral" contributions. However, a
TSA can also be wholly or partially funded through non-elective employer
contributions or after-tax employee contributions. Amounts attributable to
salary reduction contributions to TSAs are generally subject to withdrawal
restrictions. Also, all amounts attributable to investments in a 403(b)(7)
custodial account are subject to withdrawal restrictions discussed below.

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

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

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

o disability (special federal income tax definition).

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

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

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

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

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

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

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

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

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

o direct rollover from another TSA; or

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

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

DISTRIBUTIONS FROM TSAS

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

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

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

o you reach age 59 1/2; or

o you die; or

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

o you take a hardship withdrawal (special federal income tax definition).

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

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

1. the requirements for minimum distribution (discussed under "Required
minimum distributions" below and in each prospectus) are met; or

2. death; or

3. retirement; or

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

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

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

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

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

ANNUITY PAYMENTS. If you elect an annuity payout option, you will recover any
investment in the contract as each payment is received by dividing the
investment in the contract by an expected return determined under an IRS

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table prescribed for qualified annuities. The amount of each payment not
excluded from income under this exclusion ratio is fully taxable. The full
amount of the payments received after your investment in the contract is
recovered is fully taxable. If you (and your beneficiary under a joint and
survivor annuity) die before recovering the full investment in the contract, a
deduction is allowed on your (or your beneficiary's) final tax return.

PAYMENTS TO A BENEFICIARY AFTER YOUR DEATH

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

LOANS FROM TSAS

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

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

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

o The amount of a loan to a participant, when combined with all other loans
to the participant from all qualified plans of the employer, cannot exceed
the lesser of:

(1) the greater of $10,000 or 50% of the participant's nonforfeitable
accrued benefits; and

(2) $50,000 reduced by the excess (if any) of the highest outstanding loan
balance over the previous twelve months over the outstanding loan balance
of plan loans on the date the loan was made.

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

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

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

o the loan does not qualify under the conditions above;

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

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

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

TAX-DEFERRED ROLLOVERS AND DIRECT TRANSFERS

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

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

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

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

REQUIRED MINIMUM DISTRIBUTIONS

Generally the same as traditional IRA with these differences:

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

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

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

SPOUSAL CONSENT RULES

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

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

EARLY DISTRIBUTION PENALTY TAX

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

o on or after your death; or

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

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

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

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

FEDERAL AND STATE INCOME TAX WITHHOLDING AND INFORMATION REPORTING

We must withhold federal income tax from distributions from annuity contracts.
You may be able to elect out of this 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 and/or report on amounts we pay under a free look
or cancellation.

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

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

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

FEDERAL INCOME TAX WITHHOLDING ON PERIODIC ANNUITY PAYMENTS

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

Based on the assumption that you are married and claiming three withholding
exemptions, if you receive less than $14,880 in periodic annuity payments in
2000, 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 TSA. If a non-periodic distribution from a TSA is not an
"eligible rollover distribution" then the 10% withholding rate applies.

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MANDATORY WITHHOLDING FROM TSA DISTRIBUTIONS

Unless you have the distribution go directly to the new plan, eligible
rollover distributions from TSAs are subject to mandatory 20% withholding. An
eligible rollover distribution from a TSA can be rolled over to another TSA or
a traditional IRA. All distributions from a TSA are eligible rollover
distributions unless they are on the following list of exceptions:

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

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

o hardship withdrawals; or

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

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

o corrective distributions that fit specified technical tax rules; or

o loans that are treated as distributions; or

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

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

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

IMPACT OF TAXES TO EQUITABLE LIFE

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

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ABOUT OUR SEPARATE ACCOUNT NO. 49

Each variable investment option is a subaccount of our Separate Account No.
49. We established Separate Account No. 49 in 1996 under special provisions of
the New York Insurance Law. These provisions prevent creditors from any other
business we conduct from reaching the assets we hold in our variable
investment options for owners of our variable annuity contracts, 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 an affiliate of Equitable Life,
served as investment manager to 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 Trust 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, the portfolio investment
objectives, policies, restrictions, risks, expenses, the Rule 12b-1 Plan
relating to its Class IB shares, and other

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aspects of its operations, appears in the prospectus for EQ Advisors Trust
attached at the end of this prospectus, or in its SAI which is available upon
request.

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 March 15, 2000 and the related
price per $100 of maturity value were as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------
FIXED MATURITY
OPTIONS WITH
FEBRUARY 15TH RATE TO MATURITY PRICE
MATURITY DATE OF AS OF PER $100 OF
MATURITY YEAR MARCH 15, 2000 MATURITY VALUE
- -------------------------------------------------------------
<S> <C> <C>
2001 4.45% $ 96.06
2002 5.16% $ 90.78
2003 5.68% $ 85.09
2004 5.76% $ 80.27
2005 5.87% $ 75.50
2006 5.95% $ 71.00
2007 6.02% $ 66.71
2008 6.08% $ 62.64
2009 6.17% $ 58.59
2010 6.23% $ 54.88
- -------------------------------------------------------------
</TABLE>

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 I 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 in "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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electronically. In these cases, you must sign our Acknowledgement of Receipt
form.

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

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

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

You may use our automatic investment program, or "AIP," to have a specified
amount automatically deducted from a checking account, money market account,
or credit union checking account and contributed as an additional contribution
into an NQ, Flexible Premium IRA or Flexible Premium Roth IRA contract on a
monthly or quarterly basis. AIP is not available for Rollover IRA, Roth
Conversion IRA, or Rollover TSA 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.
Our business day generally ends at 4:00 p.m., Eastern Time for purposes of
determining the date when contributions are applied and any other transaction
requests are processed. We may, however, close due to emergency conditions.
Contributions will be applied and any other transaction requests will be
processed when they are received along with all the required information.

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

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

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

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

CONTRIBUTIONS AND TRANSFERS

o Contributions allocated to the variable investment options are invested at
the 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.

<PAGE>

- ----------
61 More information
- --------------------------------------------------------------------------------

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

ABOUT YOUR VOTING RIGHTS

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

o the election of trustees;

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

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

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

VOTING RIGHTS OF OTHERS

Currently, we control EQ Advisors Trust. EQ Advisors Trust shares are sold to
our separate accounts and an affiliated qualified plan trust. In addition, 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 LEGAL PROCEEDINGS

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

ABOUT OUR INDEPENDENT ACCOUNTANTS

The consolidated financial statements of Equitable Life at December 31, 1999
and 1998, and for the three years ended December 31, 1999 incorporated in this
prospectus by reference to the 1999 Annual Report on Form 10-K are
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

<PAGE>

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62 More information
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FINANCIAL STATEMENTS

The financial statements of Separate Account No. 49, as well as the
consolidated financial statements of Equitable Life, are in the SAI. The SAI
is available free of charge. You may request one by writing to our processing
office or calling 1-800-789-7771.

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

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

DISTRIBUTION OF THE CONTRACTS

Equitable Distributors, Inc. ("EDI"), an indirect, wholly owned subsidiary of
Equitable Life, is the distributor of the contracts and has responsibility for
sales and marketing functions for Separate Account No. 49. EDI serves as the
principal underwriter of Separate Account No. 49. EDI 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 $46,957,345 for 1999, $35,452,793 for 1998, and $9,566,343 for 1997, as the
distributor of certain contracts, including these contracts, and as the
principal underwriter of several Equitable Life separate accounts, including
Separate Account No. 49.

The contracts will be sold by registered representatives of EDI, as well as by
affiliated and unaffiliated broker-dealers with which EDI has entered into
selling agreements. We pay broker-dealer sales compensation that 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>

9
Investment performance

- ----------------
63 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.

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 current fees and charges under the contract, including the
withdrawal charge, the annual administrative charge but do not reflect the
charges designed to approximate certain taxes that may be imposed on us, such
as premium taxes in your state 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 current fees and charges under the contract, but do not reflect
the withdrawal charge, the annual administrative charge or the charges
designed to approximate certain taxes that may be imposed on us, such as
premium taxes in your state 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.

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.

From time to time, we may advertise different measurements of the investment
performance of the variable investment options and/or the portfolios,
including the measurements reflected in the tables below.

THE PERFORMANCE INFORMATION SHOWN BELOW AND THE PERFORMANCE INFORMATION THAT
WE ADVERTISE REFLECTS PAST PERFORMANCE AND DOES NOT INDICATE HOW THE VARIABLE
INVESTMENT OPTIONS MAY PERFORM IN THE FUTURE. SUCH INFORMATION ALSO DOES NOT
REPRESENT THE RESULTS EARNED BY ANY PARTICULAR INVESTOR. YOUR RESULTS WILL
DIFFER.

BENCHMARKS

Tables 3 and 4 compare the performance of variable investment options to
market indices that serve as

<PAGE>

- ----------
64 Investment performance
- --------------------------------------------------------------------------------

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:

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

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

ALLIANCE HIGH YIELD: Benchmark #1 - Merrill Lynch High Yield Master Index, and
Benchmark #2 - Credit Suisse First Boston Global High Yield Index.

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

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

ALLIANCE SMALL CAP GROWTH: Russell 2000 Growth Index.

EQ/ALLIANCE TECHNOLOGY: Lipper Specialty Fund Average

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

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

BT SMALL COMPANY INDEX: Russell 2000 Index.

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

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

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

EQ/EVERGREEN: Benchmark #1 - Russell 2000 Index, and Benchmark #2 - Standard &
Poor's 500 Index.

EQ/EVERGREEN FOUNDATION: 60% Standard & Poor's 500 Index/40% Lehman Brothers
Aggregate Bond Index.

J.P. MORGAN 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 EMERGING GROWTH COMPANIES: Russell 2000 Index. MFS GROWTH WITH INCOME:
Standard & Poor's 500 Index.

MFS RESEARCH: Standard & Poor's 500 Index.

MERCURY BASIC VALUE EQUITY: Standard & Poor's 500 Index.

MERCURY WORLD STRATEGY: 36% Standard & Poor's 500 Index/24% Morgan Stanley
Capital International Europe, Australia, Far East Index/21% Salomon Brothers
U.S. Treasury Bond 1 Year and 14% Salomon Brothers World Government Bond
(excluding U.S.)/and 5% Three-Month U.S. Treasury Bill.

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

EQ/PUTNAM GROWTH & INCOME VALUE: Standard & Poor's 500 Index.

EQ/PUTNAM INTERNATIONAL EQUITY: Morgan Stanley Capital International Europe,
Australia, Far East Index.

EQ/PUTNAM INVESTORS GROWTH: Standard & Poor's 500 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.

<PAGE>

- -----
65 Investment performance
- --------------------------------------------------------------------------------

TABLE 1
AVERAGE ANNUAL TOTAL RETURN UNDER A CONTRACT SURRENDERED ON DECEMBER 31, 1999:

<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>
EQ/Aggressive Stock 8.07% 4.57% 12.38% 13.75% 4.33% 15.18%
Alliance Common Stock 14.23% 23.01% 24.36% 15.23% 23.47% 14.15%
Alliance High Yield (13.41)% (2.53)% 5.90% 6.95% (1.61)% 5.99%
Alliance Money Market (5.35)% - 0.99% 1.27% 0.19% 3.73%
Alliance Small Cap Growth 16.88% - - - 12.65% 12.65%
BT Equity 500 Index 9.78% - - - 16.55% 16.55%
BT International Equity Index 16.73% - - - 17.58% 17.58%
BT Small Company Index 10.19% - - - 2.53% 2.53%
EQ/Evergreen (0.49)% - - - (0.49)% (0.49)%
EQ/Evergreen Foundation (2.79)% - - - (2.79)% (2.79)%
J.P. Morgan Core Bond (11.48)% - - - (2.49)% (2.49)%
Lazard Large Cap Value (6.50)% - - - 5.42% 5.42%
Lazard Small Cap Value (8.25)% - - - (8.85)% (8.85)%
MFS Emerging Growth Companies 62.02% - - - 43.45% 43.45%
MFS Growth with Income (1.47)% - - - (1.47)% (1.47)%
MFS Research 12.51% - - - 19.02% 19.02%
Mercury Basic Value Equity 8.45% - - - 12.95% 12.95%
Mercury World Strategy 10.79% - - - 7.05% 7.05%
Morgan Stanley Emerging Markets Equity 83.89% - - - 13.41% 0.19%
EQ/Putnam Growth & Income Value (11.24)% - - - 5.00% 5.00%
EQ/Putnam International Equity 48.73% - - - 27.13% 27.13%
EQ/Putnam Investors Growth 19.45% - - - 29.90% 29.90%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

* The variable investment option inception dates are: Alliance Money Market,
Alliance High Yield, Alliance Common Stock, and EQ/Aggressive Stock
(October 16, 1996); Alliance Small Cap Growth, MFS Research, MFS Emerging
Growth Companies, Mercury Basic Value Equity and Mercury World Strategy,
EQ/Putnam Growth & Income Value, EQ/Putnam Investors Growth, and EQ/Putnam
International Equity (May 1, 1997); BT Equity 500 Index, BT Small Company
Index, BT International Equity Index, J.P. Morgan Core Bond, Lazard Large
Cap Value, Lazard Small Cap Value, and Morgan Stanley Emerging Markets
Equity (December 31, 1997); EQ/Evergreen, EQ/Evergreen Foundation, MFS
Growth with Income (December 31, 1998). The inception dates for the
variable investment options that became available after December 31, 1998,
and are therefore not shown in this table are: EQ/Alliance Premier Growth,
Capital Guardian U.S. Equity, Capital Guardian Research; Capital Guardian
International (April 30, 1999); and EQ/Alliance Technology (May 1, 2000).

** 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); EQ/Aggressive Stock
(January 27, 1986); Alliance Small Cap Growth, MFS Research, MFS Emerging
Growth Companies, Mercury Basic Value Equity, and Mercury World Strategy,
EQ/Putnam Growth & Income Value, EQ/Putnam Investors Growth, and EQ/Putnam
International Equity (May 1, 1997); BT Equity 500 Index, BT Small Company
Index, BT International Equity Index, J.P. Morgan Core Bond, Lazard Large
Cap Value, and Lazard Small Cap Value (January 1, 1998); and Morgan Stanley
Emerging Markets Equity (August 20, 1997); EQ/Evergreen, EQ/Evergreen
Foundation, MFS Growth with Income (December 31, 1998). The inception dates
for the portfolios that became available after December 31, 1998, and are
therefore not shown in the tables are: EQ/Alliance Premier Growth, Capital
Guardian U.S. Equity, Capital Guardian Research, Capital Guardian
International (April 30, 1999), and EQ/Alliance Technology (May 1, 2000).

<PAGE>

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66 Investment performance
- --------------------------------------------------------------------------------

TABLE 2
GROWTH OF $1,000 UNDER A CONTRACT SURRENDERED ON DECEMBER 31, 1999:

<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>
EQ/Aggressive Stock $ 1,080.72 $ 1,143.49 $ 1,792.16 $ 3,627.59 $ 7,155.38
Alliance Common Stock $ 1,142.26 $ 1,861.31 $ 2,973.87 $ 4,128.72 $ 23,842.44
Alliance High Yield $ 865.90 $ 926.14 $ 1,331.81 $ 1,958.34 $ 2,129.53
Alliance Money Market $ 946.55 $ 1,000.01 $ 1,050.69 $ 1,134.27 $ 1,965.98
Alliance Small Cap Growth $ 1,168.82 - - - $ 1,374.28
BT Equity 500 Index $ 1,097.77 - - - $ 1,358.38
BT International Equity Index $ 1,167.35 - - - $ 1,382.39
BT Small Company Index $ 1,101.88 - - - $ 1,051.24
EQ/Evergreen $ 995.06 - - - $ 995.06
EQ/Evergreen Foundation $ 972.13 - - - $ 972.13
J.P. Morgan Core Bond $ 885.21 - - - $ 950.90
Lazard Large Cap Value $ 934.99 - - - $ 1,111.24
Lazard Small Cap Value $ 917.55 - - - $ 830.86
MFS Emerging Growth Companies $ 1,620.20 - - - $ 2,619.11
MFS Growth with Income $ 985.26 - - - $ 985.26
MFS Research $ 1,125.11 - - - $ 1,591.28
Mercury Basic Value Equity $ 1,084.54 - - - $ 1,383.88
Mercury World Strategy $ 1,107.86 - - - $ 1,199.31
Morgan Stanley Emerging Markets Equity $ 1,838.90 - - - $ 1,004.47
EQ/Putnam Growth & Income Value $ 887.56 - - - $ 1,138.98
EQ/Putnam International Equity $ 1,487.30 - - - $ 1,897.51
EQ/Putnam Investors Growth $ 1,194.49 - - - $ 2,009.81
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------
* Portfolio inception dates are shown in Table 1.

<PAGE>

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67 Investment performance
- --------------------------------------------------------------------------------

TABLE 3
ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
SINCE
PORTFOLIO
1 YEAR 3 YEARS 5 YEARS 10 YEARS 20 YEARS INCEPTION*
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EQ/AGGRESSIVE STOCK 17.42% 8.41% 14.87% 15.27% - 16.43%
Lipper Mid-Cap Growth 51.65% 24.68% 19.97% 14.78% - 15.86%
Benchmark 18.09% 17.48% 19.92% 15.41% - 14.58%
ALLIANCE COMMON STOCK 23.70% 26.39% 26.54% 17.17% 16.97% 15.34%
Lipper Growth 29.78% 26.87% 25.55% 16.90% 15.83% 15.16%
Benchmark 21.04% 27.56% 28.56% 18.21% 17.88% 16.19%
ALLIANCE HIGH YIELD (4.50)% 1.56% 8.55% 8.91% - 8.05%
Lipper High Current Yield 3.65% 4.82% 8.59% 9.61% - 7.79%
Benchmark #1 1.57% 5.91% 9.61% 10.79% - 9.99%
Benchmark #2 3.28% 5.37% 9.07% 11.06% - 10.04%
ALLIANCE MONEY MARKET 3.73% 3.99% 4.10% 3.91% - 5.69%
Lipper Money Market 3.78% 4.05% 4.16% 3.96% - 5.70%
Benchmark 4.74% 5.01% 5.20% 5.06% - 6.65%
ALLIANCE SMALL CAP GROWTH 26.41% - - - - 16.53%
Lipper Small Company Growth 34.26% - - - - 19.49%
Benchmark 43.09% - - - - 25.88%
BT EQUITY 500 INDEX 19.16% - - - - 21.53%
Lipper S&P 500 Index 19.36% - - - - 23.16%
Benchmark 21.03% - - - - 24.76%
BT INTERNATIONAL EQUITY INDEX 26.26% - - - - 22.55%
Lipper International 43.24% - - - - 26.76%
Benchmark 26.96% - - - - 23.43%
BT SMALL COMPANY INDEX 19.58% - - - - 7.57%
Lipper Small Cap 34.26% - - - - 16.02%
Benchmark 21.26% - - - - 8.70%
EQ/EVERGREEN 8.68% 8.68%
Lipper Growth 29.78% - - - - 29.78%
Benchmark #1 21.26% - - - - 21.26%
Benchmark #2 21.03% - - - - 21.03%
EQ/EVERGREEN FOUNDATION 6.34% 6.34%
Lipper Balanced 8.69% - - - - 8.69%
Benchmark 11.15% - - - - 11.15%
J.P. MORGAN CORE BOND (2.53)% - - - - 2.60%
Lipper Intermediate Investment
Grade Debt (0.83)% - - - - 3.84%
Benchmark (1.77)% - - - - 2.64%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- -----
68 Investment performance
- --------------------------------------------------------------------------------

TABLE 3 (CONTINUED)
ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
SINCE
PORTFOLIO
1 YEAR 3 YEARS 5 YEARS 10 YEARS 20 YEARS INCEPTION*
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LAZARD LARGE CAP VALUE 2.55% - - - - 10.43%
Lipper Capital Appreciation 43.66% - - - - 32.61%
Benchmark 21.03% - - - - 24.76%
LAZARD SMALL CAP VALUE 0.77% - - - - (3.69)%
Lipper Small Cap 34.26% - - - - 16.02%
Benchmark 21.26% - - - - 8.70%
MFS EMERGING GROWTH
COMPANIES 72.02% - - - - 46.85%
Lipper Mid-Cap 51.65% - - - - 32.50%
Benchmark 21.26% - - - - 16.99%
MFS GROWTH WITH INCOME 7.68% - - - - 7.68%
Lipper Growth & Income 12.90% - - - - 12.90%
Benchmark 21.03% - - - - 21.03%
MFS RESEARCH 21.95% - - - - 22.76%
Lipper Growth 29.78% - - - - 29.33%
Benchmark 21.03% - - - - 27.36%
MERCURY BASIC VALUE EQUITY 17.81% - - - - 16.82%
Lipper Growth & Income 12.90% - - - - 18.00%
Benchmark 21.03% - - - - 27.36%
MERCURY WORLD STRATEGY 20.19% - - - - 11.06%
Lipper Global Flexible Portfolio 12.93% - - - - 11.91%
Benchmark 13.07% - - - - 16.18%
MORGAN STANLEY EMERGING
MARKETS EQUITY 93.89% - - - - 4.70%
Lipper Emerging Markets 82.53% - - - - 2.90%
Benchmark 66.41% - - - - (0.88)%
EQ/PUTNAM GROWTH & INCOME
VALUE (2.29)% - - - - 9.07%
Lipper Growth & Income 12.90% - - - - 18.00%
Benchmark 21.03% - - - - 27.36%
EQ/PUTNAM INTERNATIONAL
EQUITY 58.73% - - - - 30.75%
Lipper International 43.24% - - - - 20.38%
Benchmark 26.96% - - - - 18.32%
EQ/PUTNAM INVESTORS GROWTH 29.03% - - - - 33.40%
Lipper Growth 29.78% - - - - 29.33%
Benchmark 21.03% - - - - 27.36%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------

* Portfolio inception dates are shown in Table 1. Lipper survey and
benchmark "since portfolio inception" information are as of the month-end
closest to the actual date of portfolio inception.

<PAGE>

- -----
69 Investment performance
- --------------------------------------------------------------------------------

TABLE 4
CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
SINCE
PORTFOLIO
1 YEAR 3 YEARS 5 YEARS 10 YEARS 20 YEARS INCEPTION*
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EQ/AGGRESSIVE STOCK 17.42% 27.40% 100.04% 314.00% - 731.86%
Lipper Mid-Cap Growth 51.65% 102.87% 158.98% 311.69% - 683.45%
Benchmark 18.09% 62.12% 147.96% 319.19% - 595.55%
ALLIANCE COMMON STOCK 23.70% 101.89% 224.39% 387.92% 2,199.43% 2,959.14%
Lipper Growth 29.78% 106.30% 216.51% 386.68% 1,816.52% 2,838.39%
Benchmark 21.04% 107.56% 251.12% 432.78% 2,584.39% 3,555.46%
ALLIANCE HIGH YIELD (4.50)% 4.76% 50.70% 134.80% - 173.56%
Lipper High Current Yield 3.65% 15.25% 51.19% 151.82% - 166.74%
Benchmark #1 1.57% 18.80% 58.22% 178.72% - 245.03%
Benchmark #2 3.28% 17.00% 54.39% 185.43% - 246.92%
ALLIANCE MONEY MARKET 3.73% 12.46% 22.27% 46.75% - 177.85%
Lipper Money Market 3.78% 12.64% 22.65% 47.52% - 178.18%
Benchmark 4.74% 15.79% 28.88% 63.79% - 229.35%
ALLIANCE SMALL CAP GROWTH 26.41% - - - - 50.42%
Lipper Small Company Growth 34.26% - - - - 62.98%
Benchmark 43.09% - - - - 84.91%
BT EQUITY 500 INDEX 19.16% - - - - 47.69%
Lipper S&P 500 Index 19.36% - - - - 51.69%
Benchmark 21.03% - - - - 55.65%
BT INTERNATIONAL EQUITY
INDEX 26.26% - - - - 50.19%
Lipper International 43.24% - - - - 61.58%
Benchmark 26.96% - - - - 52.35%
BT SMALL COMPANY INDEX 19.58% - - - - 15.71%
Lipper Small Cap 34.26% - - - - 37.82%
Benchmark 21.26% - - - - 18.17%
EQ/EVERGREEN 8.68% 8.68%
Lipper Growth 29.78% - - - - 29.78%
Benchmark #1 21.26% - - - - 21.26%
Benchmark #2 21.03% - - - - 21.03%
EQ/EVERGREEN FOUNDATION 6.34% 6.34%
Lipper Balanced 8.69% - - - - 8.69%
Benchmark 11.15% - - - - 11.15%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- -----
70 Investment performance
- --------------------------------------------------------------------------------

TABLE 4 (CONTINUED)
CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1999:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SINCE
PORTFOLIO
1 YEAR 3 YEARS 5 YEARS 10 YEARS 20 YEARS INCEPTION*
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.P. MORGAN CORE BOND (2.53)% - - - - 5.26%
Lipper Intermediate Investment
Grade Debt (0.83)% - - - - 7.83%
Benchmark (1.77)% - - - - 5.96%
LAZARD LARGE CAP VALUE 2.55% - - - - 21.96%
Lipper Capital Appreciation 43.66% - - - - 79.44%
Benchmark 21.03% - - - - 55.65%
LAZARD SMALL CAP VALUE 0.77% - - - - (7.24)%
Lipper Small Cap 34.26% - - - - 37.82%
Benchmark 21.26% - - - - 18.17%
MFS EMERGING GROWTH
COMPANIES 72.02% - - - - 178.81%
Lipper Mid-Cap 51.65% - - - - 120.85%
Benchmark 21.26% - - - - 52.05%
MFS GROWTH WITH INCOME 7.68% - - - - 7.68%
Lipper Growth & Income 12.90% - - - - 12.90%
Benchmark 21.03% - - - - 21.03%
MFS RESEARCH 21.95% - - - - 72.84%
Lipper Growth 29.78% - - - - 101.13%
Benchmark 21.03% - - - - 90.75%
MERCURY BASIC VALUE EQUITY 17.81% - - - - 51.40%
Lipper Growth & Income 12.90% - - - - 56.85%
Benchmark 21.03% - - - - 90.75%
MERCURY WORLD STRATEGY 20.19% - - - - 32.31%
Lipper Global Flexible Portfolio 12.93% - - - - 35.69%
Benchmark 13.07% - - - - 49.16%
MORGAN STANLEY EMERGING
MARKETS EQUITY 93.89% - - - - 11.47%
Lipper Emerging Markets 82.53% - - - - 7.48%
Benchmark 66.41% - - - - 5.32%
EQ/PUTNAM GROWTH &
INCOME VALUE (2.29)% - - - - 26.07%
Lipper Growth & Income 12.90% - - - - 56.85%
Benchmark 21.03% - - - - 90.75%
EQ/PUTNAM INTERNATIONAL
EQUITY 58.73% - - - - 104.52%
Lipper International 43.24% - - - - 65.44%
Benchmark 26.96% - - - - 56.70%
EQ/PUTNAM INVESTORS
GROWTH 29.03% - - - - 115.74%
Lipper Growth 29.78% - - - - 101.13%
Benchmark 21.03% - - - - 90.75%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

- ----------
* Portfolio inception dates are shown in Table 1. Lipper survey and
benchmark "since portfolio inception" information are as month-end
closest to the actual date of portfolio inception.

<PAGE>

- -----
71 Investment performance
- --------------------------------------------------------------------------------

TABLE 5
YEAR-BY-YEAR RATES OF RETURN:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
1990 1991 1992 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
EQ/Aggressive Stock 6.87% 84.64% (4.32)% 15.35% (4.96)%
Alliance Common Stock (9.22)% 36.24% 1.98% 23.33% (3.31)%
Alliance High Yield (2.31)% 22.98% 10.96% 21.68% (3.95)%
Alliance Money Market 6.94% 4.92% 2.32% 1.73% 2.77%
Alliance Small Cap Growth - - - - -
BT Equity 500 Index - - - - -
BT International Equity Index - - - - -
BT Small Company Index - - - - -
EQ/Evergreen - - - - -
EQ/Evergreen Foundation - - - - -
J.P. Morgan Core Bond - - - - -
Lazard Large Cap Value - - - - -
Lazard Small Cap Value - - - - -
MFS Emerging Growth Companies - - - - -
MFS Growth with Income - - - - -
MFS Research - - - - -
Mercury Basic Value Equity - - - - -
Mercury World Strategy - - - - -
Morgan Stanley Emerging Markets Equity - - - - -
EQ/Putnam Growth & Income Value - - - - -
EQ/Putnam International Equity - - - - -
EQ/Putnam Investors Growth - - - - -
- -------------------------------------------------------------------------------------------------------------------

<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
EQ/Aggressive Stock 30.07% 20.73% 9.48% (0.90)% 17.42%
Alliance Common Stock 30.87% 22.78% 27.67% 27.83% 23.70%
Alliance High Yield 18.49% 21.40% 17.05% (6.28)% (4.50)%
Alliance Money Market 4.48% 4.06% 4.16% 4.08% 3.73%
Alliance Small Cap Growth - - 25.71%+ (5.35)% 26.41%
BT Equity 500 Index - - - 23.94% 19.16%
BT International Equity Index - - - 18.95% 26.26%
BT Small Company Index - - - (3.24)% 19.58%
EQ/Evergreen - - - - 8.68%
EQ/Evergreen Foundation - - - - 6.34%
J.P. Morgan Core Bond - - - 7.99% (2.53)%
Lazard Large Cap Value - - - 18.92% 2.55%
Lazard Small Cap Value - - - (7.95)% 0.77%
MFS Emerging Growth Companies - - 21.64%+ 33.24% 72.02%
MFS Growth with Income - - - - 7.68%
MFS Research - - 15.30%+ 22.93% 21.95%
Mercury Basic Value Equity - - 16.28%+ 10.52% 17.81%
Mercury World Strategy - - 4.04%+ 5.81% 20.19%
Morgan Stanley Emerging Markets Equity - - (20.47)%+ (27.71)% 93.89%
EQ/Putnam Growth & Income Value - - 15.46%+ 11.75% (2.29)%
EQ/Putnam International Equity - - 8.88%+ 18.34% 58.73%
EQ/Putnam Investors Growth - - 23.86%+ 34.99% 29.03%
- -------------------------------------------------------------------------------------------------------------------
</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>

- ----------
72 Investment performance
- --------------------------------------------------------------------------------

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:

<TABLE>
<S> <C>
--------------------------------------------------------------------
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

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

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>

- ----------
73 Investment performance
- --------------------------------------------------------------------------------

The current yields and effective yields assume the deduction of all current
contract charges and expenses other than the withdrawal charge, the annual
administrative charge, and any charge designed to approximate certain taxes
that may be imposed on us in your state such as premium taxes. See "Yield
Information for the Alliance Money Market Option and Alliance High Yield
Option" in the SAI.

<PAGE>

10
Incorporation of certain documents by reference

- ----------------
74 Incorporation of certain documents by reference
- --------------------------------------------------------------------------------

Equitable Life's Annual Report on Form 10-K for the year ended December 31,
1999, is considered to be a part of this prospectus because it is 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 Report on
Form 10-K and Quarterly Report on Form 10-Q, electronically according to EDGAR
under CIK No. 0000727920. The SEC maintains a Web site that contains reports,
proxy and information statements, and other information regarding registrants
that file electronically with the SEC. The address of the site is
http://www.sec.gov.

Upon written or oral request, we will provide, free of charge, to each person
to whom this prospectus is delivered, a copy of any or all of the documents
considered to be part of this prospectus because they are incorporated herein.
This does not include exhibits not specifically incorporated by reference into
the text of such documents. Requests for documents should be directed to The
Equitable Life Assurance Society of the United States, 1290 Avenue of the
Americas, New York, New York 10104. Attention: Corporate Secretary (telephone:
(212) 554-1234).

<PAGE>

Appendix I: Condensed financial information

- --------
A-1 Appendix I: Condensed financial information
- --------------------------------------------------------------------------------

UNIT VALUES AND NUMBER OF UNITS OUTSTANDING AT YEAR END FOR EACH VARIABLE
INVESTMENT OPTION, EXCEPT EQ/ALLIANCE TECHNOLOGY WHICH IS BEING OFFERED FOR THE
FIRST TIME ON MAY 1, 2000

<TABLE>
<CAPTION>
- ---------------------------------------------------------
YEAR ENDED
DEC. 31, 1999
<S> <C>
EQ/AGGRESSIVE STOCK
Unit value $ 85.83
Number of units outstanding (000s) -
ALLIANCE COMMON STOCK
Unit value $ 321.89
Number of units outstanding (000s) -
ALLIANCE HIGH YIELD
Unit value $ 28.03
Number of units outstanding (000s) -
ALLIANCE MONEY MARKET
Unit value $ 28.85
Number of units outstanding (000s) 11
EQ/ALLIANCE PREMIER GROWTH
Unit value $ 11.82
Number of units outstanding (000s) -
ALLIANCE SMALL CAP GROWTH
Unit value $ 15.04
Number of units outstanding (000s) -
BT EQUITY 500 INDEX
Unit value $ 14.77
Number of units outstanding (000s) -
BT INTERNATIONAL EQUITY INDEX
Unit value $ 15.02
Number of units outstanding (000s) -
BT SMALL COMPANY INDEX
Unit value $ 11.57
Number of units outstanding (000s) -
CAPITAL GUARDIAN INTERNATIONAL
Unit value $ 14.00
Number of units outstanding (000s) -
- ---------------------------------------------------------
</TABLE>

<PAGE>

- -----
A-2 Appendix I: Condensed financial information
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ---------------------------------------------------------
YEAR ENDED
DEC. 31, 1999
<S> <C>
CAPITAL GUARDIAN RESEARCH
Unit value $ 10.64
Number of units outstanding (000s) -
CAPITAL GUARDIAN U.S. EQUITY
Unit value $ 10.31
Number of units outstanding (000s) -
EQ/EVERGREEN
Unit value $ 10.87
Number of units outstanding (000s) -
EQ/EVERGREEN FOUNDATION
Unit value $ 10.63
Number of units outstanding (000s) -
J.P. MORGAN CORE BOND
Unit value $ 10.53
Number of units outstanding (000s) -
LAZARD LARGE CAP VALUE
Unit value $ 12.20
Number of units outstanding (000s) -
LAZARD SMALL CAP VALUE
Unit value $ 9.28
Number of units outstanding (000s) -
MFS EMERGING GROWTH COMPANIES
Unit value $ 27.88
Number of units outstanding (000s) -
MFS GROWTH WITH INCOME
Unit value $ 10.77
Number of units outstanding (000s) -
MFS RESEARCH
Unit value $ 17.29
Number of units outstanding (000s) -
- ---------------------------------------------------------
</TABLE>

<PAGE>

- -----
A-3 Appendix I: Condensed financial information
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ------------------------------------------------------------
YEAR ENDED
DEC. 31, 1999
<S> <C>
MERCURY BASIC VALUE EQUITY
Unit value $ 15.14
Number of units outstanding (000s) -
MERCURY WORLD STRATEGY
Unit value $ 13.23
Number of units outstanding (000s) -
MORGAN STANLEY EMERGING MARKETS EQUITY
Unit value $ 11.15
Number of units outstanding (000s) -
EQ/PUTNAM GROWTH AND INCOME VALUE
Unit value $ 12.61
Number of units outstanding (000s) -
EQ/PUTNAM INTERNATIONAL EQUITY FUND
Unit value $ 20.45
Number of units outstanding (000s) -
EQ/PUTNAM INVESTORS GROWTH
Unit value $ 21.58
Number of units outstanding (000s) -
- ------------------------------------------------------------
</TABLE>

<PAGE>

Appendix II: Market value adjustment example

- --------
B-1 Appendix II: 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, 2001 to a fixed maturity option with a maturity date of
February 15, 2010 (nine years later) at a hypothetical rate to maturity of
7.00%, resulting in a maturity value on the maturity date of $183,846. We
further assume that a withdrawal of $50,000 is made four years later on
February 15, 2005.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
HYPOTHETICAL ASSUMED
RATE TO
MATURITY ON
FEBRUARY 15, 2005
- -------------------------------------------------------------------------------------------
5.00% 9.00%
- -------------------------------------------------------------------------------------------
<S> <C> <C>
AS OF FEBRUARY 15, 2005 (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, 2005 (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

<TABLE>
<CAPTION>
PAGE
<S> <C>
Unit Values 2
Custodian and Independent Accountants 3
Yield Information for the Alliance Money Market Option and Alliance High Yield Option 3
Financial Statements 5
</TABLE>

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 May 1, 2000.

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

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

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

(SAI 9AMLF (5/00))

<PAGE>

Equitable Accumulator Express(SM)
A combination variable and fixed deferred
annuity contract

STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 2000

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 May 1, 2000. 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. 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
Custodian and Independent Accountants 2
Yield Information for the Alliance Money Market
Option and Alliance High Yield Option 2
Financial Statements 4

Copyright 2000 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 9/99

<PAGE>

2
- --------------------------------------------------------------------------------

UNIT VALUES

Unit values are determined at the end of each valuation period for each of the
variable investment options. We may offer other annuity contracts and
certificates which will have their own unit values for the variable investment
options. They may be different from the unit values for the Equitable
Accumulator 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%.

CUSTODIAN AND INDEPENDENT ACCOUNTANTS

Equitable Life is the custodian for the shares of The Hudson River Trust and EQ
Advisors Trust owned by Separate Account No. 49.

The financial statements of Separate Account No. 49 as at December 31, 1999 and
for the periods ended December 31, 1999 and 1998 and the consolidated financial
statements of Equitable Life as at December 31, 1999 and 1998 and for each of
the three years ended December 31, 1999 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

<PAGE>

3
- --------------------------------------------------------------------------------

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 on the last day of the prior year. The
amount is multiplied by 7/365 to produce an average administrative charge factor
which is used in all weekly yield computations for the ensuing year. The average
administrative charge factor is then divided by the number of Alliance Money
Market units as of the end of the prior calendar year, and the resulting
quotient is deducted from the net change in unit value for the seven-day period.

The effective yield is obtained by modifying the current yield to take into
account the compounding nature of the Alliance Money Market option's
investments, as follows: the unannualized adjusted base period return is
compounded by adding one to the adjusted base period return, raising the sum to
a power equal to 365 divided by 7, and subtracting one from the result, i.e.,
effective yield = (base period return + 1 )[superscript: 365/7] - 1. The
Alliance Money Market option yields will fluctuate daily. Accordingly, yields
for any given period do not necessarily represent future results. In addition,
the value of units of the Alliance Money Market option will fluctuate and not
remain constant.

ALLIANCE HIGH YIELD OPTION

The Alliance High Yield option calculates yield information for 30-day periods.
The 30-day current yield calculation is based on a hypothetical contract with
one unit at the beginning of the period. To determine the 30-day rate of return,
the net change in the unit value is computed by subtracting the unit value at
the beginning of the period from a unit value, exclusive of capital changes, at
the end of the period.

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

<PAGE>

4
- --------------------------------------------------------------------------------

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.

The seven-day current yield for the Alliance Money Market option was 4.09% for
the period ended December 31, 1999. The effective yield for that period was
4.17%.

The effective yield for the Alliance High Yield option was 12.72% for the 30 day
period ended December 31, 1999.

Because the above yields reflect the deduction of variable investment option
expenses, they are lower than the corresponding yield figures for the Alliance
Money Market and Alliance High Yield portfolios, which reflect only the
deduction of EQ Advisors Trust-level expenses.

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

<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS

<S> <C>
Report of Independent Accountants............................................................ A-2
Financial Statements:
Statements of Assets and Liabilities, December 31, 1999................................... A-3
Statements of Operations for the Year Ended December 31, 1999............................. A-7
Statements of Changes in Net Assets for the Years Ended December 31, 1999 and 1998 ....... A-11
Notes to Financial Statements............................................................. A-18

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, 1999 and 1998................................... F-2
Consolidated Statements of Earnings, Years Ended December 31, 1999, 1998 and 1997......... F-3
Consolidated Statements of Shareholder's Equity and Comprehensive Income,
Years Ended December 31, 1999, 1998 and 1997........................................... F-4
Consolidated Statements of Cash Flows, Years Ended December 31, 1999, 1998 and 1997....... F-5
Notes to Consolidated Financial Statements................................................ F-6
</TABLE>

A-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 following Variable
Investment Options: Alliance Money Market, Alliance High Yield, Alliance Common
Stock, Alliance Aggressive Stock, Alliance Small Cap Growth, Alliance Global,
Alliance Growth Investors, Alliance Equity Index, EQ/Alliance Premier Growth, BT
Equity 500 Index, BT Small Company Index, BT International Equity Index, Capital
Guardian US Equity, Capital Guardian Research, Capital Guardian International,
EQ/Evergreen, EQ/Evergreen Foundation, JPM Core Bond, Lazard Large Cap Value,
Lazard Small Cap Value, MFS Growth with Income, MFS Research, MFS Emerging
Growth Companies, Merrill Lynch Basic Value Equity, Merrill Lynch World
Strategy, Morgan Stanley Emerging Markets Equity, EQ/Putnam Growth and Income
Value, EQ/Putnam Investors Growth, EQ/Putnam International Equity ("EQ Advisors
Trust Variable Investment Options"), separate Variable Investment Options of The
Equitable Life Assurance Society of the United States ("Equitable Life")
Separate Account No. 49 at December 31, 1999 and the results of each of their
operations and changes in each of their net assets for the periods indicated, in
conformity with accounting principles generally accepted in the United States of
America. 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 auditing standards generally accepted in the
United States of America 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 EQ Advisors Trust at
December 31, 1999 with the transfer agent, provide a reasonable basis for the
opinion expressed above.

PricewaterhouseCoopers LLP
New York, New York
February 1, 2000

A-2

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
ALLIANCE ALLIANCE ALLIANCE
MONEY ALLIANCE COMMON AGGRESSIVE
MARKET HIGH YIELD STOCK STOCK
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Investments in shares of the Trust--
at market value (Note 1)
Cost: $379,664,087................................ $369,801,574
203,684,867................................ $157,985,437
763,018,474................................ $816,599,792
118,615,179................................ $123,093,350
90,885,974................................
11,667,677................................
18,067,815................................
Receivable for Trust shares sold....................... 2,419,747 1,072,020 -- --
Receivable for policy-related transactions............. -- -- 1,238,044 977,948
------------ ------------ ------------ ------------
Total Assets........................................ 372,221,321 159,057,457 817,837,836 124,071,298
------------ ------------ ------------ ------------
LIABILITIES
Payable for policy-related transactions................ 2,325,599 1,086,975 -- --
Payable for Trust shares purchased..................... -- -- 675,480 985,489
------------ ------------ ------------ ------------
Total Liabilities................................... 2,325,599 1,086,975 675,480 985,489
------------ ------------ ------------ ------------
NET ASSETS $369,895,722 $157,970,482 $817,162,356 $123,085,809
============ ============ ============ ============
Amount retained by Equitable Life in
Separate Account No. 49 (Note 5).................... $ 30,950 $ 21,018 $ 17,896 $ 22,135
Net Assets Attributable to Contractowners.............. 369,864,772 157,949,464 817,144,460 123,063,674
------------ ------------ ------------ ------------
NET ASSETS............................................. $369,895,722 $157,970,482 $817,162,356 $123,085,809
============ ============ ============ ============

- ----------------------
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>
ALLIANCE ALLIANCE
SMALL CAP ALLIANCE GROWTH
GROWTH GLOBAL INVESTORS
------------ ----------- -----------
<S> <C> <C> <C>
ASSETS
Investments in shares of the Trust--
at market value (Note 1)
Cost: $379,664,087................................
203,684,867................................
763,018,474................................
118,615,179................................
90,885,974................................ $115,700,365
11,667,677................................ $16,082,844
18,067,815................................ $21,896,327
Receivable for Trust shares sold....................... -- -- 3,546
Receivable for policy-related transactions............. 765,601 -- --
------------ ----------- -----------
Total Assets........................................ 116,465,966 16,082,844 21,899,873
------------ ----------- -----------
LIABILITIES
Payable for policy-related transactions................ -- 416 7,558
Payable for Trust shares purchased..................... 777,033 2,300 --
------------ ----------- -----------
Total Liabilities................................... 777,033 2,716 7,558
------------ ----------- -----------
NET ASSETS $115,688,933 $16,080,128 $21,892,315
============ =========== ===========
Amount retained by Equitable Life in
Separate Account No. 49 (Note 5).................... $ 11,807 $ 20,533 $ 11,882
Net Assets Attributable to Contractowners.............. 115,677,126 16,059,595 21,880,433
------------ ----------- -----------
NET ASSETS............................................. $115,688,933 $16,080,128 $21,892,315
============ =========== ===========

- ----------------------
See Notes to Financial Statements.
</TABLE>

A-3
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1999
<TABLE>
<CAPTION>
ALLIANCE EQ/ALLIANCE BT SMALL
EQUITY PREMIER BT EQUITY COMPANY
INDEX GROWTH 500 INDEX INDEX
-------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
ASSETS
Investments in shares of the Trust--
at market value (Note 1)
Cost: $ 5,288................................ $9,377
152,581,888................................ $171,199,256
424,893,835................................ $496,970,837
42,379,581................................ $47,110,883
63,071,820................................
56,563,689................................
23,072,316................................
Receivable for Trust shares sold....................... -- -- -- --
Receivable for policy-related transactions............. -- 1,249,801 1,248,791 --
------ ------------ ------------ -----------
Total Assets........................................ 9,377 172,449,057 498,219,628 47,110,883
------ ------------ ------------ -----------
LIABILITIES
Payable for policy-related transactions................ -- -- -- 536,932
Payable for Trust shares purchased..................... 2,945 1,248,063 1,496,336 97,068
------ ------------ ------------ -----------
Total Liabilities................................... 2,945 1,248,063 1,496,336 634,000
------ ------------ ------------ -----------
NET ASSETS $6,432 $171,200,994 $496,723,292 $46,476,883
====== ============ ============ ===========
Amount retained by Equitable Life in
Separate Account No. 49 (Note 5).................... $6,432 $ 2,412,458 $ 85,221 $ 6,763,389
Net Assets Attributable to Contractowners.............. -- 168,788,536 496,638,071 39,713,494
------ ------------ ------------ -----------
NET ASSETS............................................. $6,432 $171,200,994 $496,723,292 $46,476,883
====== ============ ============ ===========

- ----------------------
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>
BT CAPITAL CAPITAL
INTERNATIONAL GUARDIAN GUARDIAN
EQUITY INDEX U.S. EQUITY RESEARCH
------------- ------------ ----------
<S> <C> <C> <C>
ASSETS
Investments in shares of the Trust--
at market value (Note 1)
Cost: $ 5,288................................
152,581,888................................
424,893,835................................
42,379,581................................
63,071,820................................ $78,758,680
56,563,689................................ $58,541,252
23,072,316................................ $24,535,767
Receivable for Trust shares sold....................... -- -- --
Receivable for policy-related transactions............. 30,249 223,345 486,948
----------- ----------- -----------
Total Assets........................................ 78,788,929 58,764,597 25,022,715
----------- ----------- -----------
LIABILITIES
Payable for policy-related transactions................ -- -- --
Payable for Trust shares purchased..................... 30,403 223,063 487,557
----------- ----------- -----------
Total Liabilities................................... 30,403 223,063 487,557
----------- ----------- -----------
NET ASSETS $78,758,526 $58,541,534 $24,535,158
=========== =========== ===========
Amount retained by Equitable Life in
Separate Account No. 49 (Note 5).................... $15,332,780 $ 3,592,759 $ 3,618,583
Net Assets Attributable to Contractowners.............. 63,425,746 54,948,775 20,916,575
----------- ----------- -----------
NET ASSETS............................................. $78,758,526 $58,541,534 $24,535,158
=========== =========== ===========

- ----------------------
See Notes to Financial Statements.
</TABLE>

A-4
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1999
<TABLE>
<CAPTION>
CAPITAL EQ/
GUARDIAN EQ/ EVERGREEN JPM CORE
INTERNATIONAL EVERGREEN FOUNDATION BOND
-------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
ASSETS
Investments in shares of the Trust--
at market value (Note 1)
Cost: $ 35,933,921................................ $43,454,506
1,973,374................................ $2,123,794
6,259,878................................ $6,515,159
165,874,017................................ $156,576,739
129,521,191................................
72,227,315................................
94,302,309................................
Receivable for Trust shares sold....................... -- -- 19,989 --
Receivable for policy-related transactions............. 766,802 -- -- 233,852
----------- ---------- ---------- ------------
Total Assets........................................ 44,221,308 2,123,794 6,535,148 156,810,591
----------- ---------- ---------- ------------
LIABILITIES
Payable for policy-related transactions................ -- -- 19,962 --
Payable for Trust shares purchased..................... 766,602 -- -- 236,555
----------- ---------- ---------- ------------
Total Liabilities................................... 766,602 -- 19,962 236,555
----------- ---------- ---------- ------------
NET ASSETS $43,454,706 $2,123,794 $6,515,186 $156,574,036
=========== ========== ========== ============
Amount retained by Equitable Life in
Separate Account No. 49 (Note 5).................... $ 4,701,709 $1,072,246 $1,049,228 $ 24,387
Net Assets Attributable to Contractowners.............. 38,752,997 1,051,548 5,465,958 156,549,649
----------- ---------- ---------- ------------
NET ASSETS............................................. $43,454,706 $2,123,794 $6,515,186 $156,574,036
=========== ========== ========== ============

- ----------------------
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>
LAZARD LAZARD MFS GROWTH
LARGE CAP SMALL CAP WITH
VALUE VALUE INCOME
-------------- ------------- -------------
<S> <C> <C> <C>
ASSETS
Investments in shares of the Trust--
at market value (Note 1)
Cost: $ 35,933,921................................
1,973,374................................
6,259,878................................
165,874,017................................
129,521,191................................ $133,494,169
72,227,315................................ $72,498,774
94,302,309................................ $99,382,214
Receivable for Trust shares sold....................... -- -- --
Receivable for policy-related transactions............. 330,260 75,386 390,728
------------ ----------- -----------
Total Assets........................................ 133,824,429 72,574,160 99,772,942
------------ ----------- -----------
LIABILITIES
Payable for policy-related transactions................ -- -- --
Payable for Trust shares purchased..................... 327,252 75,574 216,349
------------ ----------- -----------
Total Liabilities................................... 327,252 75,574 216,349
------------ ----------- -----------
NET ASSETS $133,497,177 $72,498,586 $99,556,593
============ =========== ===========
Amount retained by Equitable Life in
Separate Account No. 49 (Note 5).................... $ 439,473 $ 942,596 $ 3,422,764
Net Assets Attributable to Contractowners.............. 133,057,704 71,555,990 96,133,829
------------ ----------- -----------
NET ASSETS............................................. $133,497,177 $72,498,586 $99,556,593
============ =========== ===========

- ----------------------
See Notes to Financial Statements.
</TABLE>

A-5
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
STATEMENTS OF ASSETS AND LIABILITIES (CONCLUDED)
DECEMBER 31, 1999
<TABLE>
<CAPTION>
MORGAN
MERRILL STANLEY
MFS EMERGING MERRILL LYNCH EMERGING
MFS GROWTH LYNCH BASIC WORLD MARKETS
RESEARCH COMPANIES VALUE EQUITY STRATEGY EQUITY
-------------- --------------------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments in shares of the Trust--
at market value (Note 1)
Cost: $281,752,232................................ $364,281,542
250,647,425................................ $429,517,464
83,887,702................................ $88,945,244
6,920,279................................ $8,324,362
39,136,259................................ $53,790,993
406,169,745................................
281,212,128................................
211,977,874................................
Receivable for Trust shares sold....................... -- -- -- 614 --
Receivable for policy-related transactions............. 322,238 1,298,411 253,431 -- 622,254
------------ ------------ ----------- ----------- -----------
Total Assets........................................ 364,603,780 430,815,875 89,198,675 8,324,976 54,413,247
------------ ------------ ----------- ----------- -----------
LIABILITIES
Payable for policy-related transactions................ -- -- -- 614 --
Payable for Trust shares purchased..................... 334,507 1,301,925 257,573 -- 621,283
------------ ------------ ----------- ----------- -----------
Total Liabilities................................... 334,507 1,301,925 257,573 614 621,283
------------ ------------ ----------- ----------- -----------
NET ASSETS $364,269,273 $429,513,950 $88,941,102 $8,324,362 $53,791,964
============ ============ =========== ========== ===========
Amount retained by Equitable Life in
Separate Account No. 49 (Note 5).................... $ 58,737 $ 67,892 $ 19,188 $ 22,574 $ 52,196
Net Assets Attributable to Contractowners.............. 364,210,536 429,446,058 88,921,914 8,301,788 53,739,768
------------ ------------ ----------- ----------- -----------
NET ASSETS............................................. $364,269,273 $429,513,950 $88,941,102 $8,324,362 $53,791,964
============ ============ =========== ========== ===========

- ----------------------
See Notes to Financial Statements.
</TABLE>

EQ/PUTNAM EQ/PUTNAM EQ/PUTNAM
GROWTH & INVESTORS INTERNATIONAL
INCOME VALUE GROWTH EQUITY
-------------- ---------------------------
<S> <C> <C> <C>
ASSETS
Investments in shares of the Trust--
at market value (Note 1)
Cost: $281,752,232................................
250,647,425................................
83,887,702................................
6,920,279................................
39,136,259................................
406,169,745................................ $385,700,139
281,212,128................................ $383,906,911
211,977,874................................ $298,495,175
Receivable for Trust shares sold....................... 362,513 -- --
Receivable for policy-related transactions............. -- 265,068 1,048,832
------------ ------------ ------------
Total Assets........................................ 386,062,652 384,171,979 299,544,007
------------ ------------ ------------
LIABILITIES
Payable for policy-related transactions................ 368,864 -- --
Payable for Trust shares purchased..................... -- 269,317 1,082,831
------------ ------------ ------------
Total Liabilities................................... 368,864 269,317 1,082,831
------------ ------------ ------------
NET ASSETS $385,693,788 $383,902,662 $298,461,176
============ ============ ============
Amount retained by Equitable Life in
Separate Account No. 49 (Note 5).................... $ 56,262 $ 282,885 $ 18,519
Net Assets Attributable to Contractowners.............. 385,637,526 383,619,777 298,442,657
------------ ------------ ------------
NET ASSETS............................................. $385,693,788 $383,902,662 $298,461,176
============ ============ ============

- ----------------------
See Notes to Financial Statements.
</TABLE>

A-6
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

ALLIANCE ALLIANCE ALLIANCE
MONEY HIGH COMMON
MARKET YIELD STOCK
------------- ------------- --------------
<S> <C> <C> <C>
INCOME AND EXPENSES:
Investment Income (Note 2):
Dividends from the Trust.......................................... $13,838,973 $ 18,393,119 $ 3,607,297
Expenses (Note 3):
Asset-based charges............................................... 2,916,894 2,068,917 8,029,117
----------- ------------ ------------
NET INVESTMENT INCOME (LOSS)............................................ 10,922,079 16,324,202 (4,421,820)
----------- ------------ ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
Realized gain (loss) on investments.................................. 6,648,388 (3,471,982) 675,411
Realized gain distribution from the Trust............................ 10,263 157,775 107,419,934
----------- ------------ ------------
NET REALIZED GAIN (LOSS)................................................ 6,658,651 (3,314,207) 108,095,345
----------- ------------ ------------
Unrealized appreciation (depreciation) on investments:
Beginning of period............................................... (1,075,056) (25,033,332) 23,414,104
End of period..................................................... (9,862,513) (45,699,430) 53,581,318
----------- ------------ ------------
Change in unrealized appreciation (depreciation) during the period... (8,787,457) (20,666,098) 30,167,214
----------- ------------ ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.................. (2,128,806) (23,980,305) 138,262,559
----------- ------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......... $ 8,793,273 $ (7,656,103) $133,840,739
=========== ============ ============

- ----------------------
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>
ALLIANCE
ALLIANCE SMALL ALLIANCE
AGGRESSIVE CAP ALLIANCE GROWTH
STOCK GROWTH GLOBAL INVESTORS
------------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
INCOME AND EXPENSES:
Investment Income (Note 2):
Dividends from the Trust.......................................... $ 148,308 $ -- $ -- $ 275,147
Expenses (Note 3):
Asset-based charges............................................... 1,285,568 1,087,932 170,032 241,771
----------- ----------- ---------- ----------
NET INVESTMENT INCOME (LOSS)............................................ (1,137,260) (1,087,932) (170,032) 33,376
----------- ----------- ---------- ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
Realized gain (loss) on investments.................................. (969,508) (2,458,443) 797,749 597,341
Realized gain distribution from the Trust............................ 7,676,187 -- 1,032,965 1,918,243
----------- ----------- ---------- ----------
NET REALIZED GAIN (LOSS)................................................ 6,706,679 (2,458,443) 1,830,714 2,515,584
----------- ----------- ---------- ----------
Unrealized appreciation (depreciation) on investments:
Beginning of period............................................... (6,950,869) (2,506,915) 1,546,448 1,848,754
End of period..................................................... 4,478,171 24,814,391 4,415,167 3,828,512
----------- ----------- ---------- ----------
Change in unrealized appreciation (depreciation) during the period... 11,429,040 27,321,306 2,868,719 1,979,758
----------- ----------- ---------- ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.................. 18,135,719 24,862,863 4,699,433 4,495,342
----------- ----------- ---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......... $16,998,459 $23,774,931 $4,529,401 $4,528,718
=========== =========== ========== ==========

- ----------------------
See Notes to Financial Statements.
</TABLE>

A-7
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
EQ/ALLIANCE BT SMALL
ALLIANCE PREMIER BT EQUITY 500 COMPANY
EQUITY INDEX GROWTH (A) INDEX INDEX
------------- ------------ -------------- -----------
<S> <C> <C> <C> <C>
INCOME AND EXPENSES:
Investment Income (Note 2):
Dividends from the Trust.......................................... $ 79 $ 103,841 $ 2,625,186 $ 359,207
Expenses (Note 3):
Asset-based charges............................................... 9 545,807 4,260,935 350,125
------ ----------- ----------- ----------
NET INVESTMENT INCOME (LOSS)............................................ 70 (441,966) (1,635,749) 9,082
------ ----------- ----------- ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
Realized gain (loss) on investments.................................. -- 17,955 2,302,103 (61,844)
Realized gain distribution from the Trust............................ 70 363,442 1,227,262 2,219,436
------ ----------- ----------- ----------
NET REALIZED GAIN (LOSS)................................................ 70 381,397 3,529,365 2,157,592
------ ----------- ----------- ----------
Unrealized appreciation (depreciation) on investments:
Beginning of period............................................... 2,670 -- 15,885,081 (545,108)
End of period..................................................... 4,089 18,617,368 72,077,002 4,731,302
------ ----------- ----------- ----------
Change in unrealized appreciation (depreciation) during the period... 1,419 18,617,368 56,191,921 5,276,410
------ ----------- ----------- ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.................. 1,489 18,998,765 59,721,286 7,434,002
------ ----------- ----------- ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......... $1,559 $18,556,799 $58,085,537 $7,443,084
====== =========== =========== ==========
- ----------------------
(a) Commenced operations on May 1, 1999.
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>
BT INTER- CAPITAL CAPITAL
NATIONAL GUARDIAN GUARDIAN
EQUITY INDEX U.S. EQUITY (A) RESEARCH (A)
------------ --------------- ------------
<S> <C> <C> <C>
INCOME AND EXPENSES:
Investment Income (Note 2):
Dividends from the Trust.......................................... $ 584,788 $ 125,567 $ 37,899
Expenses (Note 3):
Asset-based charges............................................... 539,119 199,169 74,807
----------- ---------- ----------
NET INVESTMENT INCOME (LOSS)............................................ 45,669 (73,602) (36,908)
----------- ---------- ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
Realized gain (loss) on investments.................................. 2,909,811 51,131 6,329
Realized gain distribution from the Trust............................ 580,421 163,343 3,640
----------- ---------- ----------
NET REALIZED GAIN (LOSS)................................................ 3,490,232 214,474 9,969
----------- ---------- ----------
Unrealized appreciation (depreciation) on investments:
Beginning of period............................................... 4,538,154 -- --
End of period..................................................... 15,686,860 1,977,563 1,463,451
----------- ---------- ----------
Change in unrealized appreciation (depreciation) during the period... 11,148,706 1,977,563 1,463,451
----------- ---------- ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.................. 14,638,938 2,192,037 1,473,420
----------- ---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......... $14,684,607 $2,118,435 $1,436,512
=========== ========== ==========
- ----------------------
(a) Commenced operations on May 1, 1999.
See Notes to Financial Statements.
</TABLE>

A-8
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
CAPITAL
GUARDIAN EQ/ EQ/EVERGREEN JPM CORE
INTERNATIONAL EVERGREEN (A) FOUNDATION (A) BOND
------------- ------------- -------------- ------------
<S> <C> <C> <C> <C>
INCOME AND EXPENSES:
Investment Income (Note 2):
Dividends from the Trust.......................................... $ -- $ 7,608 $ 66,863 $ 7,099,763
Expenses (Note 3):
Asset-based charges............................................... 108,068 5,243 35,556 1,772,389
---------- -------- -------- -----------
NET INVESTMENT INCOME (LOSS)............................................ (108,068) 2,365 31,307 5,327,374
---------- -------- -------- -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
Realized gain (loss) on investments.................................. 553,257 5,489 51,836 433,763
Realized gain distribution from the Trust............................ -- -- -- --
---------- -------- -------- -----------
NET REALIZED GAIN (LOSS)................................................ 553,257 5,489 51,836 433,763
---------- -------- -------- -----------
Unrealized appreciation (depreciation) on investments:
Beginning of period............................................... -- -- -- 151,767
End of period..................................................... 7,520,585 150,420 255,281 (9,297,278)
---------- -------- -------- -----------
Change in unrealized appreciation (depreciation) during the period... 7,520,585 150,420 255,281 (9,449,045)
---------- -------- -------- -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.................. 8,073,842 155,909 307,117 (9,015,282)
---------- -------- -------- -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......... $7,965,774 $158,274 $338,424 $(3,687,908)
========== ======== ======== ===========

- ----------------------
(a) Commenced operations on January 1, 1999.
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>
LAZARD MFS GROWTH
LAZARD LARGE SMALL CAP WITH
CAP VALUE VALUE INCOME (A)
------------- ------------ -------------
<S> <C> <C> <C>
INCOME AND EXPENSES:
Investment Income (Note 2):
Dividends from the Trust.......................................... $ 1,171,593 $ 287,568 $ 310,991
Expenses (Note 3):
Asset-based charges............................................... 1,426,980 798,351 509,668
----------- ----------- ----------
NET INVESTMENT INCOME (LOSS)............................................ (255,387) (510,783) (198,677)
----------- ----------- ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
Realized gain (loss) on investments.................................. 1,568,960 (1,069,126) 67,508
Realized gain distribution from the Trust............................ 1,975,836 463,431 --
----------- ----------- ----------
NET REALIZED GAIN (LOSS)................................................ 3,544,796 (605,695) 67,508
----------- ----------- ----------
Unrealized appreciation (depreciation) on investments:
Beginning of period............................................... 6,587,696 (1,238,546) --
End of period..................................................... 3,972,978 271,459 5,079,905
----------- ----------- ----------
Change in unrealized appreciation (depreciation) during the period... (2,614,718) 1,510,005 5,079,905
----------- ----------- ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.................. 930,078 904,310 5,147,413
----------- ----------- ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......... $ 674,691 $ 393,527 $4,948,736
=========== =========== ==========

- ----------------------
(a) Commenced operations on January 1, 1999.
See Notes to Financial Statements.
</TABLE>

A-9
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
STATEMENTS OF OPERATIONS (CONCLUDED)
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

MERRILL
MFS EMERGING MERRILL LYNCH
GROWTH LYNCH BASIC WORLD
MFS RESEARCH COMPANIES VALUE EQUITY STRATEGY
------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
INCOME AND EXPENSES:
Investment Income (Note 2):
Dividends from the Trust.......................................... $ 390,898 $ -- $1,047,990 $ 65,443
Expenses (Note 3):
Asset-based charges............................................... 3,733,953 3,039,369 972,608 98,715
----------- ------------ ---------- ----------
NET INVESTMENT INCOME (LOSS)............................................ (3,343,055) (3,039,369) 75,382 (33,272)
----------- ------------ ---------- ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
Realized gain (loss) on investments.................................. 1,217,200 4,883,779 234,491 (377)
Realized gain distribution from the Trust............................ 8,045,400 7,223,027 4,402,313 104,835
----------- ------------ ---------- ----------
NET REALIZED GAIN (LOSS)................................................ 9,262,600 12,106,806 4,636,804 104,458
----------- ------------ ---------- ----------
Unrealized appreciation (depreciation) on investments:
Beginning of period............................................... 27,968,891 27,600,377 (224,361) 138,809
End of period..................................................... 82,529,310 178,870,039 5,057,542 1,404,083
----------- ------------ ---------- ----------
Change in unrealized appreciation (depreciation) during the period... 54,560,419 151,269,662 5,281,903 1,265,274
----------- ------------ ---------- ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.................. 63,823,019 163,376,468 9,918,707 1,369,732
----------- ------------ ---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......... $60,479,964 $160,337,099 $9,994,089 $1,336,460
=========== ============ ========== ==========

- ----------------------
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>
MORGAN
STANLEY
EMERGING EQ/PUTNAM EQ/PUTNAM EQ/PUTNAM
MARKETS GROWTH & INVESTORS INTERNATIONAL
EQUITY INCOME VALUE GROWTH EQUITY
------------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
INCOME AND EXPENSES:
Investment Income (Note 2):
Dividends from the Trust.......................................... $ -- $ 4,962,774 $ 25,859 $ 5,116,023
Expenses (Note 3):
Asset-based charges............................................... 313,463 5,197,039 3,645,373 2,641,975
----------- ------------ ----------- ------------
NET INVESTMENT INCOME (LOSS)............................................ (313,463) (234,265) (3,619,514) 2,474,048
----------- ------------ ----------- ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
Realized gain (loss) on investments.................................. 4,693,755 1,414,748 1,976,946 13,035,348
Realized gain distribution from the Trust............................ 520,919 26,787,690 7,651,524 15,493,032
----------- ------------ ----------- ------------
NET REALIZED GAIN (LOSS)................................................ 5,214,674 28,202,438 9,628,470 28,528,380
----------- ------------ ----------- ------------
Unrealized appreciation (depreciation) on investments:
Beginning of period............................................... 503,907 20,844,002 30,898,239 12,926,933
End of period..................................................... 14,654,734 (20,469,606) 102,694,783 86,517,301
----------- ------------ ----------- ------------
Change in unrealized appreciation (depreciation) during the period... 14,150,827 (41,313,608) 71,796,544 73,590,368
----------- ------------ ----------- ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.................. 19,365,501 (13,111,170) 81,425,014 102,118,748
----------- ------------ ----------- ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......... $19,052,038 $(13,345,435) $77,805,500 $104,592,796
=========== ============= =========== ============

- ----------------------
See Notes to Financial Statements.
</TABLE>

A-10
<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 YIELD
-------------------------------- ------------------------------
1999 1998 1999 1998
--------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)............................... $ 10,922,079 $ 5,591,727 $ 16,324,202 $ 10,394,219
Net realized gain (loss)................................... 6,658,651 308,727 (3,314,207) 2,460,016
Change in unrealized appreciation (depreciation) of
investments............................................. (8,787,457) (670,935) (20,666,098) (23,635,055)
-------------- ------------ ------------ ------------
Net increase (decrease) in net assets from operations......... 8,793,273 5,229,519 (7,656,103) (10,780,820)
-------------- ------------ ------------ ------------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions........................................... 340,159,660 308,003,451 41,796,290 101,309,392
Transfers from other Funds and Guaranteed Interest
Rate Account (Note 1)................................. 743,324,830 117,047,248 31,846,001 28,971,750
-------------- ------------ ------------ ------------
Total................................................... 1,083,484,490 425,050,699 73,642,291 130,281,142
-------------- ------------ ------------ ------------
Withdrawal and Transfers:
Benefits and other policy transactions.................. 35,434,846 7,436,997 8,475,793 3,457,632
Withdrawal and administrative charges................... 342,388 104,554 307,245 173,986
Transfers to other Funds and Guaranteed Interest Rate
Account (Note 1)...................................... 911,168,413 265,941,784 42,293,024 23,920,120
-------------- ------------ ------------ ------------
Total................................................... 946,945,647 273,483,335 51,076,062 27,551,738
-------------- ------------ ------------ ------------
Net increase in net assets from Contractowners
transactions............................................ 136,538,843 151,567,364 22,566,229 102,729,404
-------------- ------------ ------------ ------------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5)......... 55,959 (65,625) 6,949 (147,037)
-------------- ------------ ------------ ------------
INCREASE IN NET ASSETS........................................ 145,388,075 156,731,258 14,917,075 91,801,547
NET ASSETS BEGINNING OF PERIOD................................ 224,507,647 67,776,389 143,053,407 51,251,860
-------------- ------------ ------------ ------------
NET ASSETS END OF PERIOD...................................... $ 369,895,722 $224,507,647 $157,970,482 $143,053,407
============== ============ ============ ============

- ----------------------
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>
ALLIANCE COMMON ALLIANCE AGGRESSIVE
STOCK STOCK
------------------------------- -----------------------------
1999 1998 1999 1998
-------------- --------------- -------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)............................... $ (4,421,820) $ (2,316,198) $ (1,137,260) $ (580,413)
Net realized gain (loss)................................... 108,095,345 49,882,651 6,706,679 3,718,851
Change in unrealized appreciation (depreciation) of
investments............................................. 30,167,214 19,297,438 11,429,040 (4,509,886)
------------ ------------ ------------ -----------
Net increase (decrease) in net assets from operations......... 133,840,739 66,863,891 16,998,459 (1,371,448)
------------ ------------ ------------ -----------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions........................................... 225,175,114 225,245,017 28,995,371 41,444,328
Transfers from other Funds and Guaranteed Interest
Rate Account (Note 1)................................. 115,638,909 43,818,466 144,962,159 9,547,092
------------ ------------ ------------ -----------
Total................................................... 340,814,023 269,063,483 173,957,530 50,991,420
------------ ------------ ------------ -----------
Withdrawal and Transfers:
Benefits and other policy transactions.................. 26,276,997 9,862,986 5,018,337 1,928,655
Withdrawal and administrative charges................... 1,106,889 438,917 202,757 148,718
Transfers to other Funds and Guaranteed Interest Rate
Account (Note 1)...................................... 60,225,858 22,819,554 147,665,672 9,292,218
------------ ------------ ------------ -----------
Total................................................... 87,609,744 33,121,457 152,886,766 11,369,591
------------ ------------ ------------ -----------
Net increase in net assets from Contractowners
transactions............................................ 253,204,279 235,942,026 21,070,764 39,621,829
------------ ------------ ------------ -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5)......... (34,576) (554,919) 1,931 (127,355)
------------ ------------ ------------ -----------
INCREASE IN NET ASSETS........................................ 387,010,442 302,250,998 38,071,154 38,123,026
NET ASSETS BEGINNING OF PERIOD................................ 430,151,914 127,900,916 85,014,655 46,891,629
------------ ------------ ------------ -----------
NET ASSETS END OF PERIOD...................................... $817,162,356 $430,151,914 $123,085,809 $85,014,655
============ ============ ============ ===========

- ----------------------
See Notes to Financial Statements.
</TABLE>

A-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>
ALLIANCE SMALL CAP
GROWTH ALLIANCE GLOBAL
------------------------------ -----------------------------
1999 1998 1999 1998
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)......................... $ (1,087,932) $ (717,685) $ (170,032) $ (24,180)
Net realized gain (loss)............................. (2,458,443) 9,425 1,830,714 1,116,808
Change in unrealized appreciation (depreciation) of
investments....................................... 27,321,306 (1,974,037) 2,868,719 1,325,384
------------ ----------- ----------- -----------
Net increase (decrease) in net assets from
operations........................................ 23,774,931 (2,682,297) 4,529,401 2,418,012
------------ ----------- ----------- -----------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions..................................... 24,081,791 43,397,274 188,741 416,404
Transfers from other Funds and Guaranteed
Interest Rate Account (Note 1).................. 59,248,376 12,800,367 984,742 712,308
------------ ----------- ----------- -----------
Total............................................. 83,330,167 56,197,641 1,173,483 1,128,712
------------ ----------- ----------- -----------
Withdrawal and Transfers:
Benefits and other policy transactions............ 3,801,225 1,391,608 1,202,883 507,389
Withdrawal and administrative charges............. 155,927 86,076 43,050 47,663
Transfers to other Funds and Guaranteed Interest
Rate Account (Note 1)........................... 63,261,583 8,974,764 2,390,565 1,808,151
------------ ----------- ----------- -----------
Total............................................. 67,218,735 10,452,448 3,636,498 2,363,203
------------ ----------- ----------- -----------
Net increase in net assets from Contractowners
transactions...................................... 16,111,432 45,745,193 (2,463,015) (1,234,491)
------------ ----------- ----------- -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49
(NOTE 5)............................................. 95 (75,139) 770 (94,474)
------------ ----------- ----------- -----------
INCREASE IN NET ASSETS.................................. 39,886,458 42,987,757 2,067,156 1,089,047
NET ASSETS BEGINNING OF PERIOD.......................... 75,802,475 32,814,718 14,012,972 12,923,925
------------ ----------- ----------- -----------
NET ASSETS END OF PERIOD................................ $115,688,933 $75,802,475 $16,080,128 $14,012,972
============ =========== =========== ===========

- ----------------------
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>
ALLIANCE GROWTH ALLIANCE EQUITY
INVESTORS INDEX
----------------------------- -------------------
1999 1998 1999 1998
------------- ------------- ------- --------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)......................... $ 33,376 $ 114,300 $ 70 $ 63
Net realized gain (loss)............................. 2,515,584 1,921,992 70 2
Change in unrealized appreciation (depreciation) of
investments....................................... 1,979,758 941,877 1,419 1,631
----------- ----------- ------ ------
Net increase (decrease) in net assets from
operations........................................ 4,528,718 2,978,169 1,559 1,696
----------- ----------- ------ ------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions..................................... 438,468 979,342 -- --
Transfers from other Funds and Guaranteed
Interest Rate Account (Note 1).................. 252,655 861,920 -- --
----------- ----------- ------ ------
Total............................................. 691,123 1,841,262 -- --
----------- ----------- ------ ------
Withdrawal and Transfers: --
Benefits and other policy transactions............ 1,242,386 692,359 -- --
Withdrawal and administrative charges............. 59,355 62,534 -- --
Transfers to other Funds and Guaranteed Interest
Rate Account (Note 1)........................... 1,594,804 2,475,681 -- --
----------- ----------- ------ ------
Total............................................. 2,896,545 3,230,574 -- --
----------- ----------- ------ ------
Net increase in net assets from Contractowners
transactions...................................... (2,205,422) (1,389,312) -- --
----------- ----------- ------ ------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49
(NOTE 5)............................................. (13,682) (111,956) (2,937) 1
----------- ----------- ------ ------
INCREASE IN NET ASSETS.................................. 2,309,614 1,476,901 (1,378) 1,697
NET ASSETS BEGINNING OF PERIOD.......................... 19,582,701 18,105,800 7,810 6,113
----------- ----------- ------ ------
NET ASSETS END OF PERIOD................................ $21,892,315 $19,582,701 $6,432 $7,810
=========== =========== ====== ======

- ----------------------
See Notes to Financial Statements.
</TABLE>

A-12
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
EQ/ALLIANCE
PREMIER
GROWTH (A) BT EQUITY 500 INDEX
-------------- -------------------------------
1999 1999 1998
-------------- -------------- --------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)............................... $ (441,966) $ (1,635,749) $ 30,099
Net realized gain (loss)................................... 381,397 3,529,365 579,907
Change in unrealized appreciation (depreciation) of
investments............................................. 18,617,368 56,191,921 15,885,081
------------ ------------ ------------
Net increase (decrease) in net assets from operations...... 18,556,799 58,085,537 16,495,087
------------ ------------ ------------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions........................................... 98,121,931 204,821,604 137,742,388
Transfers from other Funds and Guaranteed Interest
Rate Account (Note 1)................................. 59,212,539 131,983,053 28,395,723
------------ ------------ ------------
Total................................................... 157,334,470 336,804,657 166,138,111
------------ ------------ ------------
Withdrawal and Transfers:
Benefits and other policy transactions.................. 1,208,452 13,489,260 1,738,442
Withdrawal and administrative charges................... 28,926 490,621 14,899
Transfers to other Funds and Guaranteed Interest Rate
Account (Note 1)...................................... 5,509,104 48,615,971 15,478,264
------------ ------------ ------------
Total................................................... 6,746,482 62,595,852 17,231,605
------------ ------------ ------------
Net increase in net assets from Contractowners
transactions............................................ 150,587,988 274,208,805 148,906,506
------------ ------------ ------------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5)......... 2,056,207 (380,694) (592,949)
------------ ------------ ------------
INCREASE IN NET ASSETS........................................ 171,200,994 331,913,648 164,808,644
NET ASSETS BEGINNING OF PERIOD................................ -- 164,809,644 1,000
------------ ------------ ------------
NET ASSETS END OF PERIOD...................................... $171,200,994 $496,723,292 $164,809,644
============ ============ ============

- ----------------------
(a) Commenced operations on May 1, 1999.
See Notes to Financial Statements.
</TABLE>

BT INTERNATIONAL EQUITY
BT SMALL COMPANY INDEX INDEX
---------------------------- -----------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)............................... $ 9,082 $ 102,749 $ 45,669 $ 414,205
Net realized gain (loss)................................... 2,157,592 162,586 3,490,232 (487,255)
Change in unrealized appreciation (depreciation) of
investments............................................. 5,276,410 (545,108) 11,148,706 4,538,154
----------- ----------- ----------- -----------
Net increase (decrease) in net assets from operations...... 7,443,084 (279,773) 14,684,607 4,465,104
----------- ----------- ----------- -----------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions........................................... 13,540,537 15,585,722 22,156,549 20,850,190
Transfers from other Funds and Guaranteed Interest
Rate Account (Note 1)................................. 24,237,532 4,179,014 67,063,739 16,741,163
----------- ----------- ----------- -----------
Total................................................... 37,778,069 19,764,736 89,220,288 37,591,353
----------- ----------- ----------- -----------
Withdrawal and Transfers:
Benefits and other policy transactions.................. 1,320,075 120,912 1,387,501 219,542
Withdrawal and administrative charges................... 45,172 1,784 67,425 2,627
Transfers to other Funds and Guaranteed Interest Rate
Account (Note 1)...................................... 20,260,338 1,873,434 60,426,766 14,133,716
----------- ----------- ----------- -----------
Total................................................... 21,625,585 1,996,130 61,881,692 14,355,885
----------- ----------- ----------- -----------
Net increase in net assets from Contractowners
transactions............................................ 16,152,484 17,768,606 27,338,596 23,235,468
----------- ----------- ----------- -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5)......... (4,628,539) 10,020,021 (5,990,622) 15,024,373
----------- ----------- ----------- -----------
INCREASE IN NET ASSETS........................................ 18,967,029 27,508,854 36,032,581 42,724,945
NET ASSETS BEGINNING OF PERIOD................................ 27,509,854 1,000 42,725,945 1,000
----------- ----------- ----------- -----------
NET ASSETS END OF PERIOD...................................... $46,476,883 $27,509,854 $78,758,526 $42,725,945
=========== =========== =========== ===========

- ----------------------
(a) Commenced operations on May 1, 1999.
See Notes to Financial Statements.
</TABLE>

A-13
<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>
CAPITAL CAPITAL CAPITAL
GUARDIAN U.S. GUARDIAN GUARDIAN
EQUITY (B) RESEARCH (B) INTERNATIONAL (B)
-------------- ------------- -----------------
1999 1999 1999
-------------- ------------- -----------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)........................................... $ (73,602) $ (36,908) $ (108,068)
Net realized gain (loss)............................................... 214,474 9,969 553,257
Change in unrealized appreciation (depreciation) of
investments......................................................... 1,977,563 1,463,451 7,520,585
----------- ----------- -----------
Net increase (decrease) in net assets from operations.................. 2,118,435 1,436,512 7,965,774
----------- ----------- -----------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions....................................................... 43,096,035 16,082,428 22,227,050
Transfers from other Funds and Guaranteed Interest Rate
Account (Note 1).................................................. 13,851,370 4,348,325 19,305,540
----------- ----------- -----------
Total............................................................... 56,947,405 20,430,753 41,532,590
----------- ----------- -----------
Withdrawal and Transfers:
Benefits and other policy transactions.............................. 358,436 146,111 240,228
Withdrawal and administrative charges............................... 4,298 812 6,262
Transfers to other Funds and Guaranteed Interest Rate
Account (Note 1).................................................. 3,626,402 565,415 9,137,245
----------- ----------- -----------
Total............................................................... 3,989,136 712,338 9,383,735
----------- ----------- -----------
Net increase in net assets from Contractowners
transactions........................................................ 52,958,269 19,718,415 32,148,855
----------- ----------- -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5)..................... 3,464,830 3,380,231 3,340,077
----------- ----------- -----------
INCREASE IN NET ASSETS.................................................... 58,541,534 24,535,158 43,454,706
NET ASSETS BEGINNING OF PERIOD............................................ -- -- --
----------- ----------- -----------
NET ASSETS END OF PERIOD.................................................. $58,541,534 $24,535,158 $43,454,706
=========== =========== ===========

- ----------------------
(a) Commenced operations on January 1, 1999.
(b) Commenced operations on May 1, 1999.
See Notes to Financial Statements.
</TABLE>

EQ/EVERGREEN
EQ/EVERGREEN (A) FOUNDATION (A)
----------------- ---------------
1999 1999
----------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)........................................... $ 2,365 $ 31,307
Net realized gain (loss)............................................... 5,489 51,836
Change in unrealized appreciation (depreciation) of
investments......................................................... 150,420 255,281
---------- ----------
Net increase (decrease) in net assets from operations.................. 158,274 338,424
---------- ----------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions....................................................... 633,222 4,157,266
Transfers from other Funds and Guaranteed Interest Rate
Account (Note 1).................................................. 377,854 1,820,889
---------- ----------
Total............................................................... 1,011,076 5,978,155
---------- ----------
Withdrawal and Transfers:
Benefits and other policy transactions.............................. 4,997 67,112
Withdrawal and administrative charges............................... 177 2,176
Transfers to other Funds and Guaranteed Interest Rate
Account (Note 1).................................................. 15,538 707,910
---------- ----------
Total............................................................... 20,712 777,198
---------- ----------
Net increase in net assets from Contractowners
transactions........................................................ 990,364 5,200,957
---------- ----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5)..................... 974,156 974,805
---------- ----------
INCREASE IN NET ASSETS.................................................... 2,122,794 6,514,186
NET ASSETS BEGINNING OF PERIOD............................................ 1,000 1,000
---------- ----------
NET ASSETS END OF PERIOD.................................................. $2,123,794 $6,515,186
========== ==========

- ----------------------
(a) Commenced operations on January 1, 1999.
(b) Commenced operations on May 1, 1999.
See Notes to Financial Statements.
</TABLE>

A-14

<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>
JPM CORE BOND
--------------------------------
1999 1998
--------------- --------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)........................................ $ 5,327,374 $ 1,513,869
Net realized gain (loss)............................................ 433,763 1,042,322
Change in unrealized appreciation (depreciation) of investments..... (9,449,045) 151,767
------------ ------------
Net increase (decrease) in net assets from operations............... (3,687,908) 2,707,958
------------ ------------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions.................................................... 58,897,220 73,102,741
Transfers from other Funds and Guaranteed Interest Rate Account
(Note 1)....................................................... 55,153,640 37,948,208
------------ ------------
Total............................................................ 114,050,860 111,050,949
------------ ------------
Withdrawal and Transfers:
Benefits and other policy transactions........................... 8,098,679 1,038,633
Withdrawal and administrative charges............................ 220,766 18,447
Transfers to other Funds and Guaranteed Interest Rate
Account (Note 1)............................................... 43,825,050 13,947,945
------------ ------------
Total............................................................ 52,144,495 15,005,025
------------ ------------
Net increase in net assets from Contractowners transactions......... 61,906,365 96,045,924
------------ ------------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE
IN SEPARATE ACCOUNT NO. 49 (NOTE 5)................................. (4,977,891) 4,578,588
------------ ------------
INCREASE IN NET ASSETS................................................. 53,240,566 103,332,470
NET ASSETS BEGINNING OF PERIOD......................................... 103,333,470 1,000
------------ ------------
NET ASSETS END OF PERIOD............................................... $156,574,036 $103,333,470
============ ============

- ----------------------
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>
LAZARD LARGE CAP VALUE LAZARD SMALL CAP VALUE
----------------------------- ----------------------------
1999 1998 1999 1998
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)........................................ $ (255,387) $ 22,590 $ (510,783) $ (113,125)
Net realized gain (loss)............................................ 3,544,796 (156,900) (605,695) (707,142)
Change in unrealized appreciation (depreciation) of investments..... (2,614,718) 6,587,696 1,510,005 (1,238,546)
------------ ----------- ----------- -----------
Net increase (decrease) in net assets from operations............... 674,691 6,453,386 393,527 (2,058,813)
------------ ----------- ----------- -----------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions.................................................... 51,290,140 60,150,648 21,945,358 44,673,767
Transfers from other Funds and Guaranteed Interest Rate Account
(Note 1)....................................................... 33,071,094 9,859,740 23,800,713 8,257,562
------------ ----------- ----------- -----------
Total............................................................ 84,361,234 70,010,388 45,746,071 52,931,329
------------ ----------- ----------- -----------
Withdrawal and Transfers:
Benefits and other policy transactions........................... 4,125,945 586,925 1,955,834 436,736
Withdrawal and administrative charges............................ 187,874 5,537 117,407 5,989
Transfers to other Funds and Guaranteed Interest Rate
Account (Note 1)............................................... 18,883,705 3,799,798 19,046,434 4,021,584
------------ ----------- ----------- -----------
Total............................................................ 23,197,524 4,392,260 21,119,675 4,464,309
------------ ----------- ----------- -----------
Net increase in net assets from Contractowners transactions......... 61,163,710 65,618,128 24,626,396 48,467,020
------------ ----------- ----------- -----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE
IN SEPARATE ACCOUNT NO. 49 (NOTE 5)................................. (2,980,658) 2,566,920 (3,489,673) 4,559,129
------------ ----------- ----------- -----------
INCREASE IN NET ASSETS................................................. 58,857,743 74,638,434 21,530,250 50,967,336
NET ASSETS BEGINNING OF PERIOD......................................... 74,639,434 1,000 50,968,336 1,000
------------ ----------- ----------- -----------
NET ASSETS END OF PERIOD............................................... $133,497,177 $74,639,434 $72,498,586 $50,968,336
============ =========== =========== ===========

- ----------------------
See Notes to Financial Statements.
</TABLE>

A-15
<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
GROWTH MFS EMERGING
WITH MFS GROWTH
INCOME (A) RESEARCH COMPANIES
------------ -------------------------- --------------------------
1999 1999 1998 1999 1998
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss).............................. $ (198,677) $ (3,343,055) $ (1,092,123) $ (3,039,369) $ (1,099,495)
Net realized gain (loss).................................. 67,508 9,262,600 28,858 12,106,806 305,790
Change in unrealized appreciation (depreciation) of
investments............................................ 5,079,905 54,560,419 27,962,157 151,269,662 28,458,691
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in net assets from operations..... 4,948,736 60,479,964 26,898,892 160,337,099 27,664,986
------------ ------------ ------------ ------------ ------------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions.......................................... 68,379,945 84,265,425 121,807,223 89,992,978 76,639,008
Transfers from other Funds and Guaranteed Interest
Rate Account (Note 1)................................ 31,637,634 41,852,004 23,365,292 85,718,367 25,862,262
------------ ------------ ------------ ------------ ------------
Total.................................................. 100,017,579 126,117,429 145,172,515 175,711,345 102,501,270
------------ ------------ ------------ ------------ ------------
Withdrawal and Transfers:
Benefits and other policy transactions................. 1,364,967 12,010,841 3,681,079 9,855,684 2,376,229
Withdrawal and administrative charges.................. 20,042 494,371 208,060 397,018 133,480
Transfers to other Funds and Guaranteed Interest Rate
Account (Note 1)..................................... 7,016,362 30,663,531 10,792,798 49,192,272 16,923,642
------------ ------------ ------------ ------------ ------------
Total.................................................. 8,401,371 43,168,743 14,681,937 59,444,974 19,433,351
------------ ------------ ------------ ------------ ------------
Net increase in net assets from Contractowners
transactions........................................... 91,616,208 82,948,686 130,490,578 116,266,371 83,067,919
------------ ------------ ------------ ------------ ------------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5)........ 2,990,649 (7,970) (105,924) (23,884) (48,719)
------------ ------------ ------------ ------------ ------------
INCREASE IN NET ASSETS....................................... 99,555,593 143,420,680 157,283,546 276,579,586 110,684,186
NET ASSETS BEGINNING OF PERIOD............................... 1,000 220,848,593 63,565,047 152,934,364 42,250,178
------------ ------------ ------------ ------------ ------------
NET ASSETS END OF PERIOD..................................... $ 99,556,593 $364,269,273 $220,848,593 $429,513,950 $152,934,364
============ ============ ============ ============ ============

- ----------------------
(a) Commenced operations on January 1, 1999.
See Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>
MERRILL LYNCH
BASIC VALUE MERRILL LYNCH
EQUITY WORLD STRATEGY
------------------------ ----------------------
1999 1998 1999 1998
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss).............................. $ 75,382 $ 89,750 $ (33,272) $ (16,245)
Net realized gain (loss).................................. 4,636,804 1,689,548 104,458 (47,109)
Change in unrealized appreciation (depreciation) of
investments............................................ 5,281,903 80,571 1,265,274 255,572
----------- ----------- ---------- ----------
Net increase (decrease) in net assets from operations..... 9,994,089 1,859,869 1,336,460 192,218
----------- ----------- ---------- ----------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions.......................................... 17,872,047 38,734,895 874,393 4,563,199
Transfers from other Funds and Guaranteed Interest
Rate Account (Note 1)................................ 16,295,333 4,663,103 605,807 710,326
----------- ----------- ---------- ----------
Total.................................................. 34,167,380 43,397,998 1,480,200 5,273,525
----------- ----------- ---------- ----------
Withdrawal and Transfers:
Benefits and other policy transactions................. 2,232,474 524,761 188,357 157,552
Withdrawal and administrative charges.................. 159,289 54,926 17,492 10,898
Transfers to other Funds and Guaranteed Interest Rate
Account (Note 1)..................................... 8,862,595 2,334,323 2,147,324 627,786
----------- ----------- ---------- ----------
Total.................................................. 11,254,358 2,914,010 2,353,173 796,236
----------- ----------- ---------- ----------
Net increase in net assets from Contractowners
transactions........................................... 22,913,022 40,483,988 (872,973) 4,477,289
----------- ----------- ---------- ----------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5)........ (23,107) 636 1,188 8,271
----------- ----------- ---------- ----------
INCREASE IN NET ASSETS....................................... 32,884,004 42,344,493 464,675 4,677,778
NET ASSETS BEGINNING OF PERIOD............................... 56,057,098 13,712,605 7,859,687 3,181,909
----------- ----------- ---------- ----------
NET ASSETS END OF PERIOD..................................... $88,941,102 $56,057,098 $8,324,362 $7,859,687
=========== =========== ========== ==========

- ----------------------
(a) Commenced operations on January 1, 1999.
See Notes to Financial Statements.
</TABLE>

A-16
<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>
MORGAN STANLEY EQ/PUTNAM
EMERGING MARKETS GROWTH & INCOME
EQUITY VALUE
-------------------------- ---------------------------
1999 1998 1999 1998
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)............................... $ (313,463) $ (35,753) $ (234,265) $ 211,417
Net realized gain (loss)................................... 5,214,674 (2,128,521) 28,202,438 2,806,993
Change in unrealized appreciation (depreciation) of
investments............................................. 14,150,827 503,907 (41,313,608) 19,592,562
----------- ----------- ------------ ------------
Net increase (decrease) in net assets from operations...... 19,052,038 (1,660,367) (13,345,435) 22,610,972
----------- ----------- ------------ ------------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions........................................... 14,035,413 11,589,726 85,094,500 192,282,349
Transfers from other Funds and Guaranteed Interest
Rate Account (Note 1)................................. 50,350,791 12,891,618 61,505,347 38,949,363
----------- ----------- ------------ ------------
Total................................................... 64,386,204 24,481,344 146,599,847 231,231,712
----------- ----------- ------------ ------------
Withdrawal and Transfers:
Benefits and other policy transactions.................. 1,281,321 83,958 16,683,411 6,393,934
Withdrawal and administrative charges................... 43,643 1,595 702,290 306,018
Transfers to other Funds and Guaranteed Interest Rate
Account (Note 1)...................................... 39,928,673 11,162,025 57,866,662 17,366,879
----------- ----------- ------------ ------------
Total................................................... 41,253,637 11,247,578 75,252,363 24,066,831
----------- ----------- ------------ ------------
Net increase in net assets from Contractowners
transactions............................................ 23,132,567 13,233,766 71,347,484 207,164,881
----------- ----------- ------------ ------------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5)......... 7,965 25,995 (88,394) (118,137)
----------- ----------- ------------ ------------
INCREASE IN NET ASSETS........................................ 42,192,570 11,599,394 57,913,655 229,657,716
NET ASSETS BEGINNING OF PERIOD................................ 11,599,394 -- 327,780,133 98,122,417
----------- ----------- ------------ ------------
NET ASSETS END OF PERIOD...................................... $53,791,964 $11,599,394 $385,693,788 $327,780,133
=========== =========== ============ ============

- ----------------------
See Notes to Financial Statements.
</TABLE>

EQ/PUTNAM EQ/PUTNAM
INVESTORS GROWTH INTERNATIONAL EQUITY
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss)............................... $ (3,619,514) $ (962,675) $ 2,474,048 $ (1,130,655)
Net realized gain (loss)................................... 9,628,470 2,190,789 28,528,380 1,085,258
Change in unrealized appreciation (depreciation) of
investments............................................. 71,796,544 28,611,387 73,590,368 13,282,089
------------ ------------ ------------ ------------
Net increase (decrease) in net assets from operations...... 77,805,500 29,839,501 104,592,796 13,236,692
------------ ------------ ------------ ------------
FROM CONTRACTOWNERS TRANSACTIONS:
Contributions and Transfers:
Contributions........................................... 102,736,985 102,305,888 43,207,481 72,938,890
Transfers from other Funds and Guaranteed Interest
Rate Account (Note 1)................................. 75,842,146 22,084,671 292,181,884 29,843,626
------------ ------------ ------------ ------------
Total................................................... 178,579,131 124,390,559 335,389,365 102,782,516
------------ ------------ ------------ ------------
Withdrawal and Transfers:
Benefits and other policy transactions.................. 10,322,428 2,648,953 7,381,707 2,642,413
Withdrawal and administrative charges................... 463,988 116,410 384,258 169,696
Transfers to other Funds and Guaranteed Interest Rate
Account (Note 1)...................................... 36,570,274 9,084,232 277,423,930 21,216,559
------------ ------------ ------------ ------------
Total................................................... 47,356,690 11,849,595 285,189,895 24,028,668
------------ ------------ ------------ ------------
Net increase in net assets from Contractowners
transactions............................................ 131,222,441 112,540,964 50,199,470 78,753,848
------------ ------------ ------------ ------------
NET (INCREASE) DECREASE IN AMOUNT RETAINED BY
EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 49 (NOTE 5)......... (100,467) (7,094,410) (9,521) (5,974,696)
------------ ------------ ------------ ------------
INCREASE IN NET ASSETS........................................ 208,927,474 135,286,055 154,782,745 86,015,844
NET ASSETS BEGINNING OF PERIOD................................ 174,975,188 39,689,133 143,678,431 57,662,587
------------ ------------ ------------ ------------
NET ASSETS END OF PERIOD...................................... $383,902,662 $174,975,188 $298,461,176 $143,678,431
============ ============ ============ ============

- ----------------------
See Notes to Financial Statements.
</TABLE>

A-17
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

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"). The Account commenced operations on October 1, 1996. EQ Advisors
Trust ("EQAT" or "Trust") commenced operations May 1, 1997. EQAT is an
open-ended diversified management investment company that sells shares of a
portfolio ("Portfolio") of a mutual fund to separate accounts of insurance
companies. Each Portfolio has separate investment objectives.

For periods prior to October 18, 1999, the Alliance Portfolios (other than
EQ/Alliance Premier Growth) were part of The Hudson River Trust ("HRT"). On
October 18, 1999, a Substitution of new Portfolios of EQAT for the
Portfolios of HRT was performed. At that time assets of each of the HRT
Portfolios were transferred to the corresponding new Portfolios of EQAT.
Class IA shares and Class IB shares of the HRT became Class IA shares and
Class IB shares of EQAT. Effective September, 1999 AXA Advisors was sold by
Equitable Life to an affiliated company.

Prior to the Substitution, Alliance Capital Management L.P., an indirect
majority-owned subsidiary of Equitable Life, managed HRT and was investment
adviser for all of the HRT Portfolios. Subsequent to the substitution,
Alliance continues as investment adviser for the Alliance portfolios
(including EQ/Alliance Premier Growth).

Effective September 1999, Equitable Life serves as investment manager of
EQAT. As such Equitable Life oversees the activities of the investment
advisors with respect to EQAT and is responsible for retaining or
discontinuing the services of those advisors. Prior to September 1999, AXA
Advisors, LLC (formerly EQ Financial Consultants, Inc.), a subsidiary of
Equitable Life, served as investment manager to EQAT. Effective September
1999, AXA Advisors was sold by Equitable Life to an affiliated company.

Variable annuity contracts are offered through Equitable Distributors, Inc.
("EDI"), a subsidiary of Equitable Life. As principal underwriter for
variable annuity contracts EDI, is paid a fee. Equitable Life also earns
fees under an investment management agreement with EQAT. Alliance earns
fees under an investment advisory agreement with Equitable Life.

The Account consists of 29 variable investment options:

o Alliance Money Market o EQ/Evergreen
o Alliance High Yield o EQ/Evergreen Foundation
o Alliance Common Stock o JPM Core Bond
o Alliance Aggressive Stock o Lazard Large Cap Value
o Alliance Small Cap Growth o Lazard Small Cap Value
o Alliance Global o MFS Growth with Income
o Alliance Growth Investors o MFS Research
o Alliance Equity Index o MFS Emerging Growth Companies
o EQ/Alliance Premier Growth o Merrill Lynch Basic Value Equity
o BT Equity 500 Index o Merrill Lynch World Strategy
o BT Small Company Index o Morgan Stanley Emerging 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

The assets in each variable investment option are invested in Class IB
shares of a corresponding mutual fund portfolio of EQAT. Class IA and IB
shares are offered by EQAT at net asset value. Both classes of shares are
subject to fees for investment management and advisory services and other
Trust expenses. Class IB shares are also 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 EQAT, on behalf of each variable investment option, may charge
annually up to 0.25% of the average daily net assets of an investment
option attributable to its Class IB shares in respect of activities
primarily intended to result in the sale of Class IB shares. These fees are
reflected in the net asset value of the shares.

A-18

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

1. General (Continued)

The Account is used to fund benefits for variable annuities issued by
Equitable Life including the Accumulator, Rollover IRA, Equitable
Accumulator, Equitable Accumulator Select, Equitable Accumulator Plus and
Equitable Accumulator Express deferred variable annuities, which combine
the Portfolios in the Account with guaranteed fixed rate options. The
Equitable Accumulator and Equitable Accumulator Select are offered with the
same variable investment options for use as a nonqualified annuity ("NQ")
for after-tax contributions only, an annuity that is an investment vehicle
for certain qualified plans ("QP"), an individual retirement annuity
("IRA") or a tax-sheltered annuity ("TSA"). Equitable Accumulator Plus are
offered with the same variable investment options for use as a NQ, QP and
IRA. Equitable Accumulator Express are offered with the same variable
investment options for use as a NQ or IRA. The Equitable Accumulator IRA,
NQ, QP and TSA (including Equitable Accumulator Select IRA, NQ, QP and TSA
and Equitable Accumulator Plus IRA, NQ and QP), 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.

Contractowners may allocate amounts in their individual accounts to the
variable investment options, and/or to the guaranteed interest account of
Equitable Life's General Account, and/or to other Separate Accounts. The
net assets of any variable investment option may not be less than the
aggregate of the Contractowners' accounts allocated to that variable
investment option. 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. Receivable/payable for policy-related transactions
represent amounts due to/from the General Account predominately related to
premiums, surrenders and death benefits.

2. Significant Accounting Policies

The accompanying financial statements are prepared in conformity with
generally accepted accounting principles in the U.S. (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 EQAT and are valued at the net asset
values per share of the respective Portfolios. The net asset value is
determined by EQAT using the market or fair value of the underlying assets
of the Portfolio less liabilities.

Investment transactions in EQAT are recorded on the trade date. Dividends
and capital gains are declared and distributed by the Trust at the end of
each year and are automatically reinvested on the ex-dividend date.
Realized gains and losses include (1) gains and losses on redemptions of
EQAT shares (determined on the identified cost basis) and (2) Trust
distributions representing the net realized gains on the Trust investment
transactions.

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.

A-19
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

3. Asset Charges

Charges are made directly against the net assets of the Account and are
reflected daily in the computation of the unit values of the Contracts.
Under the Contracts, Equitable Life charges the account for the following
charges:

<TABLE>
<CAPTION>
Asset-based
Mortality and Administration Distribution Aggregate
Expense Risks Charge Charge Charges
------------- -------------- ------------ ---------
<S> <C> <C> <C> <C>
Accumulator and Rollover IRA issued before
May 1, 1997 0.90% 0.30% -- 1.20%
Equitable Accumulator issued after May 1, 1997 1.10% 0.25% -- 1.35%
Equitable Accumulator Select 1.10% 0.25% 0.25% 1.60%
Equitable Accumulator Plus 1.10% 0.25% 0.25% 1.60%
Equitable Accumulator Express 0.70% 0.25% -- 0.95%
</TABLE>

These charges may be retained in the Account by Equitable Life and to the
extent retained, participate in the net results of the Trust ratably with
assets attributable to the Contracts. Trust shares are valued at their net
asset value with investment advisory or management fees, the 12b-1 fee, and
direct operating expenses of the Trust, in effect, passed on to the Account
and reflected in the accumulation unit values of the Contracts.

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.

4. Contributions, Transfers and Charges:

Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1999 1998
------------------- ------------------
<S> <C> <C>
ALLIANCE MONEY MARKET (IN THOUSANDS)
---------------------
Issued - 0.95% Unit value (e)............................................... 11 --
1.20% Unit value................................................... 686 571
1.35% Unit value................................................... 15,862 11,284
1.60% Unit value................................................... 26,214 808
0% Unit value...................................................... 937 3,611

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... (655) (601)
1.35% Unit value................................................... (13,742) (7,279)
1.60% Unit value................................................... (20,758) (459)
0% Unit value...................................................... (2,693) (2,325)

ALLIANCE HIGH YIELD
-------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... 12 101
1.35% Unit value................................................... 2,311 4,121
1.60% Unit value................................................... 513 210

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... (105) (118)
1.35% Unit value................................................... (1,784) (856)
1.60% Unit value................................................... (109) (42)
</TABLE>

---------------------------
(a) Units were made available for sale on January 1, 1998.
(b) Units were made available for sale on December 31, 1998.
(c) Units were made available for sale on January 4, 1999.
(d) Units were made available for sale on May 1, 1999.
(e) Units were made available for sale on September 27, 1999.

A-20

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4. Contributions, Transfers and Charges (Continued):

Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1999 1998
------------------- ------------------
<S> <C> <C>
ALLIANCE COMMON STOCK (IN THOUSANDS)
---------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... 23 41
1.35% Unit value................................................... 1,096 1,229
1.60% Unit value................................................... 250 37

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... (48) (51)
1.35% Unit value................................................... (294) (121)
1.60% Unit value................................................... (30) (3)

ALLIANCE AGGRESSIVE STOCK
-------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... 19 35
1.35% Unit value................................................... 535 687
1.60% Unit value................................................... 1,922 18

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... (72) (48)
1.35% Unit value................................................... (311) (128)
1.60% Unit value................................................... (1,797) (2)

ALLIANCE SMALL CAP GROWTH
-------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... 17 54
1.35% Unit value................................................... 4,083 4,498
1.60% Unit value................................................... 3,531 217

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... (69) (41)
1.35% Unit value................................................... (3,272) (918)
1.60% Unit value................................................... (2,924) (6)

ALLIANCE GLOBAL
---------------
Issued - 1.20% Unit value................................................... 34 38

Redeemed - 1.20% Unit value................................................... (101) (80)

</TABLE>

A-21

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4. Contributions, Transfers and Charges (Continued):

Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1999 1998
------------------- ------------------
<S> <C> <C>
ALLIANCE GROWTH INVESTORS (IN THOUSANDS)
-------------------------
Issued - 1.20% Unit value................................................... 18 65

Redeemed - 1.20% Unit value................................................... (76) (109)

EQ/ALLIANCE PREMIER GROWTH
--------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (d)............................................... 80 --
1.35% Unit value (d)............................................... 9,349 --
1.60% Unit value (d)............................................... 5,784 --

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (d)............................................... (1) --
1.35% Unit value (d)............................................... (735) --
1.60% Unit value (d)............................................... (154) --

BT EQUITY 500 INDEX
-------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... 194 186
1.35% Unit value (a)............................................... 19,857 13,889
1.60% Unit value (a)............................................... 5,772 1,006

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... (106) (99)
1.35% Unit value (a)............................................... (4,595) (1,610)
1.60% Unit value (a)............................................... (507) (55)

BT SMALL COMPANY INDEX
----------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... 29 18
1.35% Unit value (a)............................................... 2,039 1,811
1.60% Unit value (a)............................................... 1,821 261

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... (29) --
1.35% Unit value (a)............................................... (727) (201)
1.60% Unit value (a)............................................... (1,510) (50)

</TABLE>

A-22

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4. Contributions, Transfers and Charges (Continued):

Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1999 1998
------------------- ------------------
<S> <C> <C>
BT INTERNATIONAL EQUITY INDEX (IN THOUSANDS)
-----------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... 106 9
1.35% Unit value (a)............................................... 2,149 3,143
1.60% Unit value (a)............................................... 5,002 340

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... (64) --
1.35% Unit value (a)............................................... (757) (1,316)
1.60% Unit value (a)............................................... (4,258) (92)

CAPITAL GUARDIAN U.S. EQUITY
----------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (d)............................................... 7 --
1.35% Unit value (d)............................................... 3,305 --
1.60% Unit value (d)............................................... 2,485 --

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (d)............................................... -- --
1.35% Unit value (d)............................................... (398) --
1.60% Unit value (d)............................................... (49) --

CAPITAL GUARDIAN RESEARCH
-------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (d)............................................... 3 --
1.35% Unit value (d)............................................... 1,038 --
1.60% Unit value (d)............................................... 1,013 --

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (d)............................................... -- --
1.35% Unit value (d)............................................... (56) --
1.60% Unit value (d)............................................... (26) --

CAPITAL GUARDIAN INTERNATIONAL
------------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (d)............................................... 15 --
1.35% Unit value (d)............................................... 1,600 --
1.60% Unit value (d)............................................... 2,036 --

</TABLE>

A-23

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4. Contributions, Transfers and Charges (Continued):

Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1999 1998
------------------- ------------------
<S> <C> <C>
CAPITAL GUARDIAN INTERNATIONAL (CONTINUED) (IN THOUSANDS)
-----------------------------------------
Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (d)............................................... -- --
1.35% Unit value (d)............................................... (123) --
1.60% Unit value (d)............................................... (750) --

EQ/EVERGREEN
------------
Issued - 0.95% Unit value (e)............................................... -- --
1.35% Unit value (c)............................................... 100 --
1.60% Unit value (c)............................................... 6 --

Redeemed - 0.95% Unit value (e)............................................... -- --
1.35% Unit value (c)............................................... (9) --
1.60% Unit value (c)............................................... -- --

EQ/EVERGREEN FOUNDATION
-----------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.35% Unit value (c)............................................... 589 --
1.60% Unit value (c)............................................... 6 --

Redeemed - 0.95% Unit value (e)............................................... -- --
1.35% Unit value (c)............................................... (79) --
1.60% Unit value (c)............................................... -- --

JPM CORE BOND
-------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... 62 195
1.35% Unit value (a)............................................... 9,128 10,385
1.60% Unit value (a)............................................... 1,905 415

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... (21) 97
1.35% Unit value (a)............................................... (4,951) (1,724)
1.60% Unit value (a)............................................... (258) (36)

LAZARD LARGE CAP VALUE
----------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... 46 38
1.35% Unit value (a)............................................... 5,593 6,181
1.60% Unit value (a)............................................... 1,453 328

</TABLE>

A-24

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4. Contributions, Transfers and Charges (Continued):

Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1999 1998
------------------- ------------------
<S> <C> <C>
LAZARD LARGE CAP VALUE (CONTINUED) (IN THOUSANDS)
----------------------------------
Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... (22) (16)
1.35% Unit value (a)............................................... (1,861) (485)
1.60% Unit value (a)............................................... (236) (13)

LAZARD SMALL CAP VALUE
----------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... 52 26
1.35% Unit value (a)............................................... 4,298 5,356
1.60% Unit value (a)............................................... 851 359

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... (58) --
1.35% Unit value (a)............................................... (2,257) (623)
1.60% Unit value (a)............................................... (207) (15)

MFS GROWTH WITH INCOME
----------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (c)............................................... 36 --
1.35% Unit value (c)............................................... 6,901 --
1.60% Unit value (c)............................................... 2,970 --

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (c)............................................... (5) --
1.35% Unit value (c)............................................... (868) --
1.60% Unit value (c)............................................... (64) --

MFS RESEARCH
------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... 57 154
1.35% Unit value................................................... 7,161 10,852
1.60% Unit value................................................... 1,495 425

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... (81) (61)
1.35% Unit value................................................... (2,823) (1,196)
1.60% Unit value................................................... (180) (16)

</TABLE>

A-25

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4. Contributions, Transfers and Charges (Continued):

Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1999 1998
------------------- ------------------
<S> <C> <C>
MFS EMERGING GROWTH COMPANIES (IN THOUSANDS)
-----------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... 220 157
1.35% Unit value................................................... 7,480 7,142
1.60% Unit value................................................... 1,757 231

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... (169) (130)
1.35% Unit value................................................... (2,926) (1,352)
1.60% Unit value................................................... (277) (33)

MERRILL LYNCH BASIC VALUE EQUITY
--------------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.35% Unit value................................................... 2,201 3,462
1.60% Unit value................................................... 174 --

Redeemed - 0.95% Unit value (e)............................................... -- --
1.35% Unit value................................................... (824) (255)
1.60% Unit value................................................... (1) --

MERRILL LYNCH WORLD STRATEGY
----------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.35% Unit value................................................... 115 491
1.60% Unit value................................................... 19 --

Redeemed - 0.95% Unit value (e)............................................... -- --
1.35% Unit value................................................... (217) (80)
1.60% Unit value................................................... -- --

MORGAN STANLEY EMERGING MARKET EQUITY
-------------------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... 94 16
1.35% Unit value (a)............................................... 6,068 3,821
1.60% Unit value (a)............................................... 2,680 321

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value (a)............................................... (58) --
1.35% Unit value (a)............................................... (4,014) (2,016)
1.60% Unit value (a)............................................... (1,921) (118)

</TABLE>

A-26

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

4. Contributions, Transfers and Charges (Continued):

Accumulation units issued and redeemed during the periods indicated were:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------------
1999 1998
------------------- ------------------
<S> <C> <C>
EQ/PUTNAM GROWTH & INCOME VALUE (IN THOUSANDS)
-------------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... 134 206
1.35% Unit value................................................... 10,631 18,293
1.60% Unit value................................................... 603 738

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... (217) (83)
1.35% Unit value................................................... (5,452) (2,063)
1.60% Unit value................................................... (339) (41)

EQ/PUTNAM INVESTORS GROWTH
--------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... 178 88
1.35% Unit value................................................... 9,638 8,371
1.60% Unit value................................................... 482 292

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... (93) (52)
1.35% Unit value................................................... (2,556) (880)
1.60% Unit value................................................... (188) (10)

EQ/PUTNAM INTERNATIONAL EQUITY
------------------------------
Issued - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... 139 77
1.35% Unit value................................................... 9,349 7,888
1.60% Unit value................................................... 13,767 547

Redeemed - 0.95% Unit value (e)............................................... -- --
1.20% Unit value................................................... (130) (74)
1.35% Unit value................................................... (6,173) (1,890)
1.60% Unit value................................................... (13,418) (129)

</TABLE>

A-27

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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 administration charges and distribution 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,
asset-based administration charges and distribution charges.

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 1999 1998
--------------- ------------ ------------
<S> <C> <C>
Alliance Money Market................................ $(2,860,935) $(1,183,691)
Alliance High Yield.................................. (2,061,967) (1,528,340)
Alliance Common Stock................................ (8,063,693) (3,823,234)
Alliance Aggressive Stock............................ (1,283,639) (983,127)
Alliance Small Cap Growth............................ (1,087,838) (792,824)
Alliance Global...................................... (169,262) (225,129)
Alliance Growth Investors............................ (255,452) (336,002)
Alliance Equity Index................................ (2) --
EQ/Alliance Premier Growth(b)........................ 1,510,399 --
BT Equity 500 Index.................................. (4,641,629) (1,331,361)
BT Small Company Index............................... (4,978,663) 9,933,857
BT International Equity Index........................ (6,529,762) 14,902,319
Capital Guardian U.S. Equity(b)...................... 3,265,661 --
Capital Guardian Research(b)......................... 3,305,423 --
Capital Guardian International(b).................... 3,232,008 --
EQ/Evergreen(a)...................................... 969,914 1,000
EQ/Evergreen Foundation(a)........................... 940,250 1,000
JPM Core Bond ....................................... (6,750,279) 4,150,198
Lazard Large Cap Value............................... (4,407,638) 2,234,287
Lazard Small Cap Value............................... (4,288,024) 4,310,749
MFS Growth with Income(a)............................ 2,481,980 1,000
MFS Research......................................... (3,741,923) (1,751,938)
MFS Emerging Growth Companies........................ (3,063,255) (1,150,981)
Merrill Lynch Basic Value Equity..................... (995,717) (433,013)
Merrill Lynch World Strategy......................... (97,527) (64,920)
Morgan Stanley Emerging Markets Equity............... (305,499) (48,664)
EQ/Putnam Growth & Income Value...................... (5,285,431) (2,678,339)
EQ/Putnam Investors Growth........................... (3,745,839) (8,168,474)
EQ/Putnam International Equity....................... (2,651,496) (7,148,298)

---------------------
(a)Commenced operations on January 1, 1999.
(b)Commenced operations on May 1, 1999.
</TABLE>

A-28
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
----------------------------------------------------------
1999 1998 1997 1996
----------- ------------ ------------- ---------------
ALLIANCE MONEY MARKET
- ---------------------
<S> <C> <C> <C> <C>
0.95% Unit value, beginning of period (g)............... $28.53 -- -- --
0.95% Unit value, end of period (g)..................... $28.85 -- -- --
1.20% Unit value, beginning of period................... $26.62 $25.64 $24.68 $24.43
1.20% Unit value, end of period......................... $27.54 $26.62 $25.64 $24.68
1.35% Unit value, beginning of period (a)............... $25.92 $25.00 $24.38 --
1.35% Unit value, end of period (a)..................... $26.78 $25.92 $25.00 --
1.60% Unit value, beginning of period (b)............... $24.80 $23.98 $23.78 --
1.60% Unit value, end of period (b)..................... $25.55 $24.80 $23.98 --
0% Unit value, beginning of period (a).................. $32.86 $31.27 $30.21 --
0% Unit value, end of period (a)........................ $34.41 $32.86 $31.27 --

Number of units outstanding, end of period (000's)
0.95%................................................ 11 -- -- --
1.20%................................................ 360 329 359 127
1.35%................................................ 7,278 5,158 1,153 --
1.60%................................................ 5,805 349 -- --
0%................................................... 477 2,233 947 --

ALLIANCE HIGH YIELD
- -------------------
0.95% Unit value, beginning of period (g)............... $28.12 -- -- --
0.95% Unit value, end of period (g)..................... $28.03 -- -- --
1.20% Unit value, beginning of period................... $28.48 $30.46 $26.09 $25.33
1.20% Unit value, end of period......................... $27.13 $28.48 $30.46 $26.09
1.35% Unit value, beginning of period (a)............... $27.96 $29.96 $26.35 --
1.35% Unit value, end of period (a)..................... $26.59 $27.96 $29.96 --
1.60% Unit value, beginning of period (b)............... $27.12 $29.13 $28.79 --
1.60% Unit value, end of period (b)..................... $25.73 $27.12 $29.13 --

Number of units outstanding, end of period (000's)
0.95%................................................ -- -- -- --
1.20%................................................ 329 422 439 24
1.35%................................................ 5,048 4,521 1,256 --
1.60%................................................ 574 170 2 --

- ----------------------
(a) Units were made available for sale on May 1, 1997.
(b) Units were made available for sale on October 1, 1997.
(c) Units were made available for sale on January 1, 1998.
(d) Units were made available for sale on December 31, 1998.
(e) Units were made available for sale on January 4, 1999.
(f) Units were made available for sale on May 1, 1999.
(g) Units were made available for sale on September 27, 1999.

</TABLE>

A-29

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
-----------------------------------------------------------------
1999 1998 1997 1996
------------ ------------- ------------ ---------------
ALLIANCE COMMON STOCK
- ---------------------
<S> <C> <C> <C> <C>
0.95% Unit value, beginning of period (g)................ $273.23 -- -- --
0.95% Unit value, end of period (g)...................... $321.89 -- -- --
1.20% Unit value, beginning of period.................... $245.58 $192.60 $151.23 $139.82
1.20% Unit value, end of period.......................... $303.01 $245.58 $192.60 $151.23
1.35% Unit value, beginning of period (a)................ $237.18 $186.29 $146.89 --
1.35% Unit value, end of period (a)...................... $292.20 $237.18 $186.29 --
1.60% Unit value, beginning of period (b)................ $223.79 $176.22 $172.77 --
1.60% Unit value, end of period (b)...................... $275.01 $223.79 $176.22 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 205 230 240 8
1.35%................................................. 2,344 1,542 434 --
1.60%................................................. 255 35 1 --

ALLIANCE AGGRESSIVE STOCK
- -------------------------
0.95% Unit value, beginning of period (g) ............... $69.85 -- -- --
0.95% Unit value, end of period (g) ..................... $85.83 -- -- --
1.20% Unit value, beginning of period.................... $70.74 $71.57 $65.53 $64.24
1.20% Unit value, end of period.......................... $82.86 $70.74 $71.57 $65.53
1.35% Unit value, beginning of period (a)................ $69.37 $70.28 $61.42 --
1.35% Unit value, end of period (a)...................... $81.12 $69.37 $70.28 --
1.60% Unit value, beginning of period (b)................ $67.13 $68.19 $75.44 --
1.60% Unit value, end of period (b)...................... $78.30 $67.13 $68.19 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 213 266 279 9
1.35%................................................. 1,163 939 380 --
1.60%................................................. 141 16 -- --

</TABLE>
A-30

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
----------------------------------------------------------------
1999 1998 1997 1996
------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C>
ALLIANCE SMALL CAP GROWTH
- -------------------------
0.95% Unit value, beginning of period (g) ............... $11.50 -- -- --
0.95% Unit value, end of period (g) ..................... $15.04 -- -- --
1.20% Unit value, beginning of period (a)................ $11.85 $12.55 $10.00 --
1.20% Unit value, end of period (a)...................... $14.94 $11.85 $12.55 --
1.35% Unit value, beginning of period (a)................ $11.82 $12.54 $10.00 --
1.35% Unit value, end of period (a)...................... $14.88 $11.82 $12.54 --
1.60% Unit value, beginning of period (b)................ $11.77 $12.52 $13.22 --
1.60% Unit value, end of period (b)...................... $14.78 $11.77 $12.52 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 50 102 89 --
1.35%................................................. 6,912 6,101 2,521 --
1.60%................................................. 818 211 -- --

ALLIANCE GLOBAL
- ---------------
1.20% Unit value, beginning of period.................... $33.15 $27.61 $25.12 $26.00
1.20% Unit value, end of period.......................... $45.25 $33.15 $27.61 $25.12

Number of units outstanding, end of period (000's)
1.20%................................................. 355 422 464 9

ALLIANCE GROWTH INVESTORS
- -------------------------
1.20% Unit value, beginning of period.................... $35.33 $30.09 $26.15 $25.06
1.20% Unit value, end of period.......................... $44.08 $35.33 $30.09 $26.15

Number of units outstanding, end of period (000's)
1.20%................................................. 496 554 598 16

ALLIANCE EQUITY INDEX
- ---------------------
1.35% Unit value, beginning of period (a)................ $26.73 $21.21 $17.51 --
1.35% Unit value, end of period (a)...................... $31.67 $26.73 $21.21 --

Number of units outstanding, end of period (000's)
1.35%................................................. -- -- -- --

</TABLE>

A-31

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
------------------------------------------------------------------
1999 1998 1997 1996
------------ ------------- ------------- ---------------
<S> <C> <C> <C> <C>
EQ/ALLIANCE PREMIER GROWTH
- --------------------------
0.95% Unit value, beginning of period (g) ............... $ 9.86 -- -- --
0.95% Unit value, end of period (g) ..................... $11.82 -- -- --
1.20% Unit value, beginning of period (f)................ $10.00 -- -- --
1.20% Unit value, end of period (f)...................... $11.80 -- -- --
1.35% Unit value, beginning of period (f)................ $10.00 -- -- --
1.35% Unit value, end of period (f)...................... $11.79 -- -- --
1.60% Unit value, beginning of period (f)................ $10.00 -- -- --
1.60% Unit value, end of period (f)...................... $11.77 -- -- --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 79 -- -- --
1.35%................................................. 8,614 -- -- --
1.60%................................................. 5,630 -- -- --

BT EQUITY 500 INDEX
- -------------------
0.95% Unit value, beginning of period (g) ............... $12.92 -- -- --
0.95% Unit value, end of period (g) ..................... $14.77 -- -- --
1.20% Unit value, beginning of period (c)................ $12.36 $10.00 $10.00 --
1.20% Unit value, end of period (c)...................... $14.69 $12.36 $10.00 --
1.35% Unit value, beginning of period (c)................ $12.34 $10.00 $10.00 --
1.35% Unit value, end of period (c)...................... $14.65 $12.34 $10.00 --
1.60% Unit value, beginning of period (c)................ $12.31 $10.00 $10.00 --
1.60% Unit value, end of period (c)...................... $14.58 $12.31 $10.00 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 175 87 -- --
1.35%................................................. 27,541 12,279 -- --
1.60%................................................. 6,216 951 -- --

</TABLE>

A-32

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999
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,
---------------------------------------------------------------
1999 1998 1997 1996
------------- ---------- ------------ ---------------
<S> <C> <C> <C> <C>
BT SMALL COMPANY INDEX
- ----------------------
0.95% Unit value, beginning of period (g)................ $ 9.67 -- -- --
0.95% Unit value, end of period (g)...................... $11.57 -- -- --
1.20% Unit value, beginning of period (c)................ $ 9.65 $10.00 $10.00 --
1.20% Unit value, end of period (c)...................... $11.51 $ 9.65 $10.00 --
1.35% Unit value, beginning of period (c)................ $ 9.64 $10.00 $10.00 --
1.35% Unit value, end of period (c)...................... $11.48 $ 9.64 $10.00 --
1.60% Unit value, beginning of period (c)................ $ 9.61 $10.00 $10.00 --
1.60% Unit value, end of period (c)...................... $11.42 $ 9.61 $10.00 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 18 18 -- --
1.35%................................................. 2,922 1,610 -- --
1.60%................................................. 522 211 -- --

BT INTERNATIONAL EQUITY INDEX
- -----------------------------
0.95% Unit value, beginning of period (g)................ $12.60 -- -- --
0.95% Unit value, end of period (g)...................... $15.02 -- -- --
1.20% Unit value, beginning of period (c)................ $11.87 $10.00 $10.00 --
1.20% Unit value, end of period (c)...................... $14.94 $11.87 $10.00 --
1.35% Unit value, beginning of period (c)................ $11.85 $10.00 $10.00 --
1.35% Unit value, end of period (c)...................... $14.90 $11.85 $10.00 --
1.60% Unit value, beginning of period (c)................ $11.82 $10.00 $10.00 --
1.60% Unit value, end of period (c)...................... $14.82 $11.82 $10.00 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 51 9 -- --
1.35%................................................. 3,219 1,827 -- --
1.60%................................................. 992 248 -- --

</TABLE>

A-33

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
----------------------------------------------------------------
1999 1998 1997 1996
------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
CAPITAL GUARDIAN U.S. EQUITY
- ----------------------------
0.95% Unit value, beginning of period (g)................ $ 9.58 -- -- --
0.95% Unit value, end of period (g)...................... $10.31 -- -- --
1.20% Unit value, beginning of period (f)................ $10.00 -- -- --
1.20% Unit value, end of period (f)...................... $10.29 -- -- --
1.35% Unit value, beginning of period (f)................ $10.00 -- -- --
1.35% Unit value, end of period (f)...................... $10.28 -- -- --
1.60% Unit value, beginning of period (f)................ $10.00 -- -- --
1.60% Unit value, end of period (f)...................... $10.26 -- -- --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 7 -- -- --
1.35%................................................. 2,907 -- -- --
1.60%................................................. 2,436 -- -- --

CAPITAL GUARDIAN RESEARCH
- -------------------------
0.95% Unit value, beginning of period (g) ............... $9.53 -- -- --
0.95% Unit value, end of period (g) ..................... $10.64 -- -- --
1.20% Unit value, beginning of period (f)................ $10.00 -- -- --
1.20% Unit value, end of period (f)...................... $10.62 -- -- --
1.35% Unit value, beginning of period (f)................ $10.00 -- -- --
1.35% Unit value, end of period (f)...................... $10.61 -- -- --
1.60% Unit value, beginning of period (f)................ $10.00 -- -- --
1.60% Unit value, end of period (f)...................... $10.60 -- -- --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 3 -- -- --
1.35%................................................. 982 -- -- --
1.60%................................................. 987 -- -- --

</TABLE>

A-34

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
------------------------------------------------------------
1999 1998 1997 1996
------------ ---------- ------------ -------------
<S> <C> <C> <C> <C>
CAPITAL GUARDIAN INTERNATIONAL
- ------------------------------
0.95% Unit value, beginning of period (g) ............... $10.85 -- -- --
0.95% Unit value, end of period (g) ..................... $14.00 -- -- --
1.20% Unit value, beginning of period (f)................ $10.00 -- -- --
1.20% Unit value, end of period (f)...................... $13.97 -- -- --
1.35% Unit value, beginning of period (f)................ $10.00 -- -- --
1.35% Unit value, end of period (f)...................... $13.96 -- -- --
1.60% Unit value, beginning of period (f)................ $10.00 -- -- --
1.60% Unit value, end of period (f)...................... $13.93 -- -- --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 15 -- -- --
1.35%................................................. 1,477 -- -- --
1.60%................................................. 1,286 -- -- --

EQ/EVERGREEN
- ----------------
0.95% Unit value, beginning of period (g) ............... $9.68 -- -- --
0.95% Unit value, end of period (g) ..................... $10.87 -- -- --
1.35% Unit value, beginning of period (e)................ $10.00 10.00 -- --
1.35% Unit value, end of period (e)...................... $10.82 10.00 -- --
1.60% Unit value, beginning of period (e)................ $10.00 10.00 -- --
1.60% Unit value, end of period (e)...................... $10.80 10.00 -- --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.35%................................................. 91 -- -- --
1.60%................................................. 6 -- -- --

</TABLE>

A-35

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
-------------------------------------------------------------
1999 1998 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
EQ/EVERGREEN FOUNDATION
- -----------------------
0.95% Unit value, beginning of period (g) ................ $9.64 -- -- --
0.95% Unit value, end of period (g) ...................... $10.63 -- -- --
1.35% Unit value, beginning of period (e)................. $10.00 $10.00 -- --
1.35% Unit value, end of period (e)....................... $10.59 $10.00 -- --
1.60% Unit value, beginning of period (e)................. $10.00 $10.00 -- --
1.60% Unit value, end of period (e)....................... $10.56 $10.00 -- --

Number of units outstanding, end of period (000's)
0.95%.................................................. -- -- -- --
1.35%.................................................. 510 -- -- --
1.60%.................................................. 6 -- -- --

JPM CORE BOND
- -------------
0.95% Unit value, beginning of period (g) ................ $10.58 -- -- --
0.95% Unit value, end of period (g) ...................... $10.53 -- -- --
1.20% Unit value, beginning of period (c) ................ $10.77 $10.00 $10.00 --
1.20% Unit value, end of period (c) ...................... $10.47 $10.77 $10.00 --
1.35% Unit value, beginning of period (c) ................ $10.76 $10.00 $10.00 --
1.35% Unit value, end of period (c) ...................... $10.44 $10.76 $10.00 --
1.60% Unit value, beginning of period (c) ................ $10.73 $10.00 $10.00 --
1.60% Unit value, end of period (c) ...................... $10.39 $10.73 $10.00 --

Number of units outstanding, end of period (000's)
0.95%.................................................. -- -- -- --
1.20%.................................................. 139 98 -- --
1.35%.................................................. 12,838 8,661 -- --
1.60%.................................................. 2,026 379 -- --

</TABLE>

A-36

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
----------------------------------------------------------------
1999 1998 1997 1996
------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C>
LAZARD LARGE CAP VALUE
- ----------------------
0.95% Unit value, beginning of period (g)................ $11.76 -- -- --
0.95% Unit value, end of period (g)...................... $12.20 -- -- --
1.20% Unit value, beginning of period (c) ............... $11.86 $10.00 $10.00 --
1.20% Unit value, end of period (c)...................... $12.13 $11.86 $10.00 --
1.35% Unit value, beginning of period (c)................ $11.84 $10.00 $10.00 --
1.35% Unit value, end of period (c)...................... $12.10 $11.84 $10.00 --
1.60% Unit value, beginning of period (c)................ $11.81 $10.00 $10.00 --
1.60% Unit value, end of period (c)...................... $12.04 $11.81 $10.00 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 46 22 -- --
1.35%................................................. 9,428 5,696 -- --
1.60%................................................. 1,532 315 -- --

LAZARD SMALL CAP VALUE
- ----------------------
0.95% Unit value, beginning of period (g) ............... $9.08 -- -- --
0.95% Unit value, end of period (g) ..................... $9.28 -- -- --
1.20% Unit value, beginning of period (c)................ $9.18 $10.00 $10.00 --
1.20% Unit value, end of period (c)...................... $9.23 $9.18 $10.00 --
1.35% Unit value, beginning of period (c)................ $9.17 $10.00 $10.00 --
1.35% Unit value, end of period (c)...................... $9.20 $9.17 $10.00 --
1.60% Unit value, beginning of period (c)................ $9.14 $10.00 $10.00 --
1.60% Unit value, end of period (c)...................... $9.15 $9.14 $10.00 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 20 26 -- --
1.35%................................................. 6,774 4,733 -- --
1.60%................................................. 988 344 -- --

</TABLE>

A-37

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
-------------------------------------------------------------
1999 1998 1997 1996
------------ ---------- ------------ --------------
<S> <C> <C> <C> <C>
MFS GROWTH WITH INCOME
- ----------------------
0.95% Unit value, beginning of period (g) ............... $9.75 -- -- --
0.95% Unit value, end of period (g) ..................... $10.77 -- -- --
1.20% Unit value, beginning of period (e)................ $10.00 $10.00 -- --
1.20% Unit value, end of period (e)...................... $10.74 $10.00 -- --
1.35% Unit value, beginning of period (e)................ $10.00 $10.00 -- --
1.35% Unit value, end of period (e)...................... $10.72 $10.00 -- --
1.60% Unit value, beginning of period (e)................ $10.00 $10.00 -- --
1.60% Unit value, end of period (e)...................... $10.70 $10.00 -- --

Number of units outstanding, end of period (000's)
0.95%................................................... -- -- -- --
1.20%................................................... 31 -- -- --
1.35%................................................... 6,033 -- -- --
1.60%................................................... 2,906 -- -- --

MFS RESEARCH
- ------------
0.95% Unit value, beginning of period (g) ............... $14.40 -- -- --
0.95% Unit value, end of period (g) ..................... $17.29 -- -- --
1.20% Unit value, beginning of period (a)................ $14.12 $11.51 $10.00 --
1.20% Unit value, end of period (a)...................... $17.17 $14.12 $11.51 --
1.35% Unit value, beginning of period (a)................ $14.08 $11.50 $10.00 --
1.35% Unit value, end of period (a)...................... $17.10 $14.08 $11.50 --
1.60% Unit value, beginning of period (b)................ $14.02 $11.48 $11.77 --
1.60% Unit value, end of period (b)...................... $16.99 $14.02 $11.48 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 332 356 263 --
1.35%................................................. 19,251 14,913 5,257 --
1.60%................................................. 1,725 410 1 --

</TABLE>

A-38

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
----------------------------------------------------------
1999 1998 1997 1996
---------- ---------- ------------ -------------
<S> <C> <C> <C> <C>
MFS EMERGING GROWTH COMPANIES
- -----------------------------
0.95% Unit value, beginning of period (g)................ $18.30 -- -- --
0.95% Unit value, end of period (g)...................... $27.88 -- -- --
1.20% Unit value, beginning of period (a)................ $16.14 $12.14 $10.00 --
1.20% Unit value, end of period (a)...................... $27.70 $16.14 $12.14 --
1.35% Unit value, beginning of period (a)................ $16.10 $12.13 $10.00 --
1.35% Unit value, end of period (a)...................... $27.59 $16.10 $12.13 --
1.60% Unit value, beginning of period (b)................ $16.03 $12.11 $12.60 --
1.60% Unit value, end of period (b)...................... $27.40 $16.03 $12.11 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 227 176 149 --
1.35%................................................. 13,671 9,117 3,327 --
1.60%................................................. 1,680 200 2 --

MERRILL LYNCH BASIC VALUE EQUITY
- -------------------------------
1.35% Unit value, beginning of period (a)................ $12.76 $11.60 $9.99 --
1.35% Unit value, end of period (a)...................... $14.98 $12.76 $11.60 --
1.60% Unit value, beginning of period (b)................ $12.71 $11.58 $12.15 --
1.60% Unit value, end of period (b)...................... $14.88 $12.71 $11.58 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.35%................................................. 5,766 4,389 1,182 --
1.60%................................................. 173 -- -- --

MERRILL LYNCH WORLD STRATEGY
- ----------------------------
1.35% Unit value, beginning of period (a)................ $10.94 $10.38 $10.00 --
1.35% Unit value, end of period (a)...................... $13.09 $10.94 $10.38 --
1.60% Unit value, beginning of period (b)................ $10.89 $10.36 $11.13 --
1.60% Unit value, end of period (b)...................... $13.00 $10.89 $10.36 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.35%................................................. 615 717 306 --
1.60%................................................. 19 -- -- --

</TABLE>

A-39

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

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,
-------------------------------------------------------------
1999 1998 1997 1996
----------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
MORGAN STANLEY EMERGING MARKETS EQUITY
- --------------------------------------
0.95% Unit value, beginning of period (g) ............... $7.54 -- -- --
0.95% Unit value, end of period (g) ..................... $11.15 -- -- --
1.20% Unit value, beginning of period (c) ............... $5.73 $7.95 $7.95 --
1.20% Unit value, end of period (c)...................... $11.08 $5.73 $7.95 --
1.35% Unit value, beginning of period (c)................ $5.72 $7.94 $7.94 --
1.35% Unit value, end of period (c)...................... $11.04 $5.72 $7.94 --
1.60% Unit value, beginning of period (c)................ $5.70 $7.93 $7.93 --
1.60% Unit value, end of period (c)...................... $10.97 $5.70 $7.93 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 52 16 -- --
1.35%................................................. 3,859 1,805 -- --
1.60%................................................. 962 203 -- --

EQ/PUTNAM GROWTH & INCOME VALUE
- -------------------------------
0.95% Unit value, beginning of period (g) ............... $12.40 -- -- --
0.95% Unit value, end of period (g) ..................... $12.61 -- -- --
1.20% Unit value, beginning of period (a)................ $12.85 $11.53 $10.00 --
1.20% Unit value, end of period (a)...................... $12.52 $12.85 $11.53 --
1.35% Unit value, beginning of period (a)................ $12.82 $11.52 $10.00 --
1.35% Unit value, end of period (a)...................... $12.47 $12.82 $11.52 --
1.60% Unit value, beginning of period (b)................ $12.76 $11.50 $11.63 --
1.60% Unit value, end of period (b)...................... $12.39 $12.76 $11.50 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 423 506 383 --
1.35%................................................. 29,522 24,343 8,113 --
1.60%................................................. 978 714 17 --

</TABLE>

A-40

<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 49
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
DECEMBER 31, 1999

6. Accumulation Unit Values (Concluded)

Shown below is accumulation unit value information for a unit outstanding
throughout the period shown.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------------
1999 1998 1997 1996
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
EQ/PUTNAM INVESTORS GROWTH
- --------------------------
0.95% Unit value, beginning of period (g) ............... $17.24 -- -- --
0.95% Unit value, end of period (g) ..................... $21.58 -- -- --
1.20% Unit value, beginning of period (a)................ $16.65 $12.37 $10.00 --
1.20% Unit value, end of period (a)...................... $21.43 $16.65 $12.37 --
1.35% Unit value, beginning of period (a)................ $16.61 $12.35 $10.00 --
1.35% Unit value, end of period (a)...................... $21.35 $16.61 $12.35 --
1.60% Unit value, beginning of period (b) ............... $16.54 $12.33 $12.12 --
1.60% Unit value, end of period (b) ..................... $21.20 $16.54 $12.33 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 245 160 124 --
1.35%................................................. 17,154 10,072 2,581 --
1.60%................................................. 576 282 -- --

EQ/PUTNAM INTERNATIONAL EQUITY FUND
- -----------------------------------
0.95% Unit value, beginning of period (g) ............... $14.84 -- -- --
0.95% Unit value, end of period (g) ..................... $20.45 -- -- --
1.20% Unit value, beginning of period (a)................ $12.83 $10.87 $10.00 --
1.20% Unit value, end of period (a)...................... $20.32 $12.83 $10.87 --
1.35% Unit value, beginning of period (a)................ $12.80 $10.86 $10.00 --
1.35% Unit value, end of period (a)...................... $20.23 $12.80 $10.86 --
1.60% Unit value, beginning of period (b)................ $12.75 $10.84 $11.52 --
1.60% Unit value, end of period (b)...................... $20.10 $12.75 $10.84 --

Number of units outstanding, end of period (000's)
0.95%................................................. -- -- -- --
1.20%................................................. 199 190 187 --
1.35%................................................. 13,783 10,607 4,609 --
1.60%................................................. 771 422 4 --
</TABLE>

A-41

<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, 1999 and 1998, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States of America. 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 auditing standards
generally accepted in the United States of America, 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.

PricewaterhouseCoopers LLP
New York, New York
February 1, 2000

F-1

<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
1999 1998
------------- --------------
(IN MILLIONS)

<S> <C> <C>
ASSETS
Investments:
Fixed maturities:
Available for sale, at estimated fair value............................. $ 18,599.7 $ 18,993.7
Held to maturity, at amortized cost..................................... 133.2 125.0
Mortgage loans on real estate............................................. 3,270.0 2,809.9
Equity real estate........................................................ 1,160.2 1,676.9
Policy loans.............................................................. 2,257.3 2,086.7
Other equity investments.................................................. 671.2 713.3
Investment in and loans to affiliates..................................... 1,201.8 928.5
Other invested assets..................................................... 911.6 808.2
------------- -------------
Total investments..................................................... 28,205.0 28,142.2
Cash and cash equivalents................................................... 628.0 1,245.5
Deferred policy acquisition costs........................................... 4,033.0 3,563.8
Other assets................................................................ 3,868.3 3,054.6
Closed Block assets......................................................... 8,607.3 8,632.4
Separate Accounts assets.................................................... 54,453.9 43,302.3
------------- -------------

TOTAL ASSETS................................................................ $ 99,795.5 $ 87,940.8
============= =============

LIABILITIES
Policyholders' account balances............................................. $ 21,351.4 $ 20,857.5
Future policy benefits and other policyholders' liabilities................. 4,777.6 4,726.4
Short-term and long-term debt............................................... 1,407.9 1,181.7
Other liabilities........................................................... 3,133.6 3,474.3
Closed Block liabilities.................................................... 9,025.0 9,077.0
Separate Accounts liabilities............................................... 54,332.5 43,211.3
------------- -------------
Total liabilities..................................................... 94,028.0 82,528.2
------------- -------------

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.............................................. 3,557.2 3,110.2
Retained earnings........................................................... 2,600.7 1,944.1
Accumulated other comprehensive (loss) income............................... (392.9) 355.8
------------- -------------
Total shareholder's equity............................................ 5,767.5 5,412.6
------------- -------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 99,795.5 $ 87,940.8
============= =============
</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, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------- -------------
(IN MILLIONS)

<S> <C> <C> <C>
REVENUES
Universal life and investment-type product policy fee
income...................................................... $ 1,257.5 $ 1,056.2 $ 950.6
Premiums...................................................... 558.2 588.1 601.5
Net investment income......................................... 2,240.9 2,228.1 2,282.8
Investment (losses) gains, net................................ (96.9) 100.2 (45.2)
Commissions, fees and other income............................ 2,177.9 1,503.0 1,227.2
Contribution from the Closed Block............................ 86.4 87.1 102.5
------------ ------------- -------------

Total revenues.......................................... 6,224.0 5,562.7 5,119.4
------------ ------------- -------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances.......... 1,078.2 1,153.0 1,266.2
Policyholders' benefits....................................... 1,038.6 1,024.7 978.6
Other operating costs and expenses............................ 2,797.3 2,201.2 2,203.9
------------ ------------- -------------

Total benefits and other deductions..................... 4,914.1 4,378.9 4,448.7
------------ ------------- -------------

Earnings from continuing operations before Federal
income taxes and minority interest.......................... 1,309.9 1,183.8 670.7
Federal income taxes.......................................... 332.0 353.1 91.5
Minority interest in net income of consolidated subsidiaries.. 199.4 125.2 54.8
------------ ------------- -------------
Earnings from continuing operations........................... 778.5 705.5 524.4
Discontinued operations, net of Federal income taxes.......... 28.1 2.7 (87.2)
------------ ------------- -------------
Net Earnings.................................................. $ 806.6 $ 708.2 $ 437.2
============ ============= =============
</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, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------- -------------
(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............. 3,110.2 3,105.8 3,105.8
Additional capital in excess of par value..................... 447.0 4.4 -
------------ ------------- -------------
Capital in excess of par value, end of year................... 3,557.2 3,110.2 3,105.8
------------ ------------- -------------

Retained earnings, beginning of year.......................... 1,944.1 1,235.9 798.7
Net earnings.................................................. 806.6 708.2 437.2
Dividend paid to the Holding Company.......................... (150.0) - -
------------ ------------- -------------
Retained earnings, end of year................................ 2,600.7 1,944.1 1,235.9
------------ ------------- -------------

Accumulated other comprehensive income,
beginning of year........................................... 355.8 516.3 177.0
Other comprehensive (loss) income............................. (748.7) (160.5) 339.3
------------ ------------- -------------
Accumulated other comprehensive (loss) income, end of year.... (392.9) 355.8 516.3
------------ ------------- -------------

TOTAL SHAREHOLDER'S EQUITY, END OF YEAR....................... $ 5,767.5 $ 5,412.6 $ 4,860.5
============ ============= ============

COMPREHENSIVE INCOME
Net earnings.................................................. $ 806.6 $ 708.2 $ 437.2
------------ ------------- -------------
Change in unrealized (losses) gains, net of reclassification
adjustment.................................................. (776.9) (149.5) 343.7
Minimum pension liability adjustment.......................... 28.2 (11.0) (4.4)
------------ ------------- -------------
Other comprehensive (loss) income............................. (748.7) (160.5) 339.3
------------ ------------- -------------
COMPREHENSIVE INCOME.......................................... $ 57.9 $ 547.7 $ 776.5
============ ============= ============
</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, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------- -------------
(IN MILLIONS)

<S> <C> <C> <C>
Net earnings.................................................. $ 806.6 $ 708.2 $ 437.2
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Interest credited to policyholders' account balances........ 1,078.2 1,153.0 1,266.2
Universal life and investment-type product
policy fee income......................................... (1,257.5) (1,056.2) (950.6)
Investment losses (gains)................................... 96.9 (100.2) 45.2
Change in Federal income tax payable........................ 157.4 123.1 (74.4)
Change in property and equipment............................ (256.3) (81.8) (9.6)
Change in deferred acquisition costs........................ (260.7) (314.0) (220.7)
Other, net.................................................. (168.8) 70.9 399.7
------------ ------------- -------------

Net cash provided by operating activities..................... 195.8 503.0 893.0
------------ ------------- -------------

Cash flows from investing activities:
Maturities and repayments................................... 2,019.0 2,289.0 2,702.9
Sales....................................................... 7,572.9 16,972.1 10,385.9
Purchases................................................... (10,737.3) (18,578.5) (13,205.4)
(Increase) decrease in short-term investments............... (178.3) 102.4 (555.0)
Decrease in loans to discontinued operations................ - 660.0 420.1
Sale of subsidiaries........................................ - - 261.0
Other, net.................................................. (134.8) (341.8) (612.6)
------------ ------------- -------------

Net cash (used) provided by investing activities.............. (1,458.5) 1,103.2 (603.1)
------------ ------------- -------------

Cash flows from financing activities: Policyholders'
account balances:
Deposits.................................................. 2,366.2 1,508.1 1,281.7
Withdrawals............................................... (1,765.8) (1,724.6) (1,886.8)
Net increase (decrease) in short-term financings............ 378.2 (243.5) 419.9
Repayments of long-term debt................................ (41.3) (24.5) (196.4)
Payment of obligation to fund accumulated deficit of
discontinued operations................................... - (87.2) (83.9)
Dividend paid to the Holding Company........................ (150.0) - -
Other, net.................................................. (142.1) (89.5) (62.7)
------------ ------------- -------------

Net cash provided (used) by financing activities.............. 645.2 (661.2) (528.2)
------------ ------------- -------------

Change in cash and cash equivalents........................... (617.5) 945.0 (238.3)
Cash and cash equivalents, beginning of year.................. 1,245.5 300.5 538.8
------------ ------------- -------------

Cash and Cash Equivalents, End of Year........................ $ 628.0 $ 1,245.5 $ 300.5
============ ============= =============

Supplemental cash flow information
Interest Paid............................................... $ 92.2 $ 130.7 $ 217.1
============ ============= =============
Income Taxes Paid........................................... $ 116.5 $ 254.3 $ 170.0
============ ============= =============
</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 an indirect, wholly owned subsidiary of AXA Financial, Inc. (the
"Holding Company," and collectively with its consolidated subsidiaries,
"AXA Financial"). 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. Equitable Life's
investment management business, which comprises the Investment Services
segment, is conducted principally by Alliance Capital Management L.P.
("Alliance"), and Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), an investment
banking and brokerage affiliate. 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 58.0% at
December 31, 1999 (53.0% if all securities convertible into, and options
on, common stock were to be converted or exercised).

On September 20, 1999, as part of AXA Financial's "branding" strategic
initiative, EQ Financial Consultants, Inc., a broker-dealer subsidiary of
Equitable Life, was merged into a new company, AXA Advisors, LLC ("AXA
Advisors"). Also, on September 21, 1999, AXA Advisors was transferred by
Equitable Life to AXA Distribution Holding Corporation ("AXA
Distribution"), a wholly owned indirect subsidiary of the Holding Company,
for $15.3 million. The excess of the sales price over AXA Advisors' book
value has been recorded in Equitable Life's books as a capital
contribution. Equitable Life will continue to develop and market the
"Equitable" brand of life and annuity products, while AXA Distribution and
its subsidiaries begin to assume responsibility for providing financial
advisory services, product distribution and customer relationship
management.

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 and the results of DLJ
which are accounted for on an equity basis. In 1999, Alliance reorganized
into Alliance Capital Management Holding L.P. ("Alliance Holding") and
Alliance (the "Reorganization"). Alliance Holding's principal asset is its
interest in Alliance and it functions as a holding entity through which
holders of its publicly traded units own an indirect interest in the
operating partnership. The Company exchanged substantially all of its
Alliance Holding units for units in Alliance ("Alliance Units"). As a
result of the reorganization, the Company was the beneficial owner of
approximately 2% of Alliance Holding and 56% of Alliance. 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. At December 31, 1999, Equitable Life has a
31.7% ownership interest in DLJ. 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. Through June 10, 1997, this segment also
includes Equitable Real Estate Investment Management Inc. ("EREIM") which
was sold. EREIM provided real estate investment management services,
property management services, mortgage servicing and loan asset management,
and agricultural investment management.

F-6
<PAGE>

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 certain of its subsidiaries engaged in insurance related
business (collectively, the "Insurance Group"); other subsidiaries,
principally Alliance and through June 10, 1997, EREIM (see Note 5); and
those partnerships and joint ventures in which Equitable Life or its
subsidiaries has control 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, DLJ and discontinued operations (see Note 8) have been
eliminated in consolidation. The years "1999," "1998" and "1997" refer to
the years ended December 31, 1999, 1998 and 1997, respectively. Certain
reclassifications have been made in the amounts presented for prior periods
to conform these periods with the 1999 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 at December 31, 1999, principally consists of the
Group Non-Participating Wind-Up Annuities ("Wind-Up Annuities"), for which
a premium deficiency reserve has been established. Management reviews the
adequacy of the allowance each quarter and believes the allowance for
future losses at December 31, 1999 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).

F-7
<PAGE>

Accounting Changes
------------------

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.

New Accounting Pronouncements
-----------------------------

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("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. In June 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133," which defers the effective date of SFAS
No. 133 to all fiscal quarters of all fiscal years beginning after June 15,
2000. The Company expects to adopt SFAS No. 133 effective January 1, 2001.
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 of the new requirements 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.

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.

F-8
<PAGE>

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.

Equity securities, comprised of common stock classified as both trading and
available for sale securities, 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.

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 gains (losses) on publicly-traded common equity securities
classified as trading securities are reflected in net investment income.
Unrealized investment gains (losses) on fixed maturities and equity
securities 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.

F-9
<PAGE>

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.

As part of its asset/liability management process, in second quarter 1999,
management initiated a review of the matching of invested assets to
Insurance product lines given their different liability characteristics and
liquidity requirements. As a result of this review, management reallocated
the current and prospective interests of the various product lines in the
invested assets. These asset reallocations and the related changes in
investment yields by product line, in turn, triggered a review of and
revisions to the estimated future gross profits used to determine the
amortization of DAC for universal life and investment-type products. The
revisions to estimated future gross profits resulted in an after-tax
writedown of DAC of $85.6 million (net of a Federal income tax benefit of
$46.1 million).

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, 1999, the expected investment yield, excluding policy loans, generally
ranged from 7.75% grading to 7.5% 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 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.

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

F-10
<PAGE>

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 8.35% for
annuity liabilities.

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. While
management believes its disability income ("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 $948.4 million and $951.7 million at December 31,
1999 and 1998, respectively. Incurred benefits (benefits paid plus changes
in claim reserves) and benefits paid for individual DI and major medical
are summarized as follows:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)

<S> <C> <C> <C>
Incurred benefits related to current year.......... $ 150.7 $ 140.1 $ 132.3
Incurred benefits related to prior years........... 64.7 84.2 60.0
------------- ------------ ------------
Total Incurred Benefits............................ $ 215.4 $ 224.3 $ 192.3
============= ============ ============

Benefits paid related to current year.............. $ 28.9 $ 17.0 $ 28.8
Benefits paid related to prior years............... 189.8 155.4 146.2
------------- ------------ ------------
Total Benefits Paid................................ $ 218.7 $ 172.4 $ 175.0
============= ============ ============
</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, 1999, participating policies, including those in the Closed
Block, represent approximately 23.0% ($47.0 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-11
<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 1999, 1998 and 1997, investment results of such
Separate Accounts were $6,045.5 million, $4,591.0 million and $3,411.1
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 opinion,
compensation expense is recorded on the date of grant only if the current
market price of the underlying stock exceeds the option strike price at the
grant date. 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-12

<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, 1999
-----------------
Fixed Maturities:
Available for Sale:
Corporate.......................... $ 14,866.8 $ 139.5 $ 787.0 $ 14,219.3
Mortgage-backed.................... 2,554.5 2.3 87.8 2,469.0
U.S. Treasury, government and
agency securities................ 1,194.1 18.9 23.4 1,189.6
States and political subdivisions.. 110.0 1.4 4.9 106.5
Foreign governments................ 361.8 16.2 14.8 363.2
Redeemable preferred stock......... 286.4 1.7 36.0 252.1
------------- ------------- ------------ -------------
Total Available for Sale............... $ 19,373.6 $ 180.0 $ 953.9 $ 18,599.7
============= ============= ============ =============

Held to Maturity: Corporate......... $ 133.2 $ - $ - $ 133.2
============= ============= ============ =============

Equity Securities:
Common stock available for sale...... 25.5 1.5 17.8 9.2
Common stock trading securities...... 7.2 9.1 2.2 14.1
------------- ------------- ------------ -------------
Total Equity Securities................ $ 32.7 $ 10.6 $ 20.0 $ 23.3
============= ============= ============ =============

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, 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 available for sale...... $ 58.3 $ 114.9 $ 22.5 $ 150.7
============= ============= ============ =============
</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, 1999 and 1998, securities without a readily ascertainable
market value having an amortized cost of $3,322.2 million and $3,539.9
million, respectively, had estimated fair values of $3,177.7 million and
$3,748.5 million, respectively.

F-13
<PAGE>

The contractual maturity of bonds at December 31, 1999 is shown below:

<TABLE>
<CAPTION>
AVAILABLE FOR SALE
-------------------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
------------ ------------
(IN MILLIONS)

<S> <C> <C>
Due in one year or less................................................ $ 479.1 $ 477.8
Due in years two through five.......................................... 2,991.8 2,921.2
Due in years six through ten........................................... 7,197.9 6,813.0
Due after ten years.................................................... 5,864.0 5,666.5
Mortgage-backed securities............................................. 2,554.4 2,469.1
------------ ------------
Total.................................................................. $ 19,087.2 $ 18,347.6
============ ============
</TABLE>

Corporate bonds held to maturity with an amortized cost and estimated fair
value of $133.2 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, 1999, approximately 14.9% of the $18,344.3
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. The carrying values at December 31, 1999 and
1998 were $647.9 million and $562.6 million, respectively.

Investment valuation allowances and changes thereto are shown below:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)

<S> <C> <C> <C>
Balances, beginning of year........................ $ 230.6 $ 384.5 $ 137.1
Additions charged to income........................ 68.2 86.2 334.6
Deductions for writedowns and
asset dispositions............................... (150.2) (240.1) (87.2)
------------- ------------ ------------
Balances, End of Year.............................. $ 148.6 $ 230.6 $ 384.5
============= ============ ============

Balances, end of year comprise:
Mortgage loans on real estate.................... $ 27.5 $ 34.3 $ 55.8
Equity real estate............................... 121.1 196.3 328.7
------------- ------------ ------------
Total.............................................. $ 148.6 $ 230.6 $ 384.5
============= ============ ============
</TABLE>

F-14
<PAGE>

At December 31, 1999, the carrying value of fixed maturities which are
non-income producing for the twelve months preceding the consolidated
balance sheet date was $152.1 million.

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 $106.0 million and $115.1
million at December 31, 1999 and 1998, 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 $9.5
million, $10.3 million and $17.2 million in 1999, 1998 and 1997,
respectively. Gross interest income on these loans included in net
investment income aggregated $8.2 million, $8.3 million and $12.7 million
in 1999, 1998 and 1997, respectively.

Impaired mortgage loans along with the related provision for losses were as
follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------
1999 1998
-------------- --------------
(IN MILLIONS)

<S> <C> <C>
Impaired mortgage loans with provision for losses.................. $ 142.4 $ 125.4
Impaired mortgage loans without provision for losses............... 2.2 8.6
-------------- --------------
Recorded investment in impaired mortgage loans..................... 144.6 134.0
Provision for losses............................................... (23.0) (29.0)
-------------- --------------
Net Impaired Mortgage Loans........................................ $ 121.6 $ 105.0
============== ==============
</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 1999, 1998 and 1997, respectively, the Company's average recorded
investment in impaired mortgage loans was $141.7 million, $161.3 million
and $246.9 million. Interest income recognized on these impaired mortgage
loans totaled $12.0 million, $12.3 million and $15.2 million ($0.0 million,
$.9 million and $2.3 million recognized on a cash basis) for 1999, 1998 and
1997, 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, 1999 and 1998, the carrying value of equity real estate held
for sale amounted to $382.2 million and $836.2 million, respectively. For
1999, 1998 and 1997, respectively, real estate of $20.5 million, $7.1
million and $152.0 million was acquired in satisfaction of debt. At
December 31, 1999 and 1998, the Company owned $443.9 million and $552.3
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 $251.6 million and $374.8 million at December 31, 1999 and 1998,
respectively. Depreciation expense on real estate totaled $21.8 million,
$30.5 million and $74.9 million for 1999, 1998 and 1997, respectively.

F-15

<PAGE>

4) JOINT VENTURES AND PARTNERSHIPS

Summarized combined financial information for real estate joint ventures
(25 individual ventures at both December 31, 1999 and 1998) 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, follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
1999 1998
------------- -------------
(IN MILLIONS)
<S> <C> <C>
BALANCE SHEETS
Investments in real estate, at depreciated cost........................ $ 861.1 $ 913.7
Investments in securities, generally at estimated fair value........... 678.4 636.9
Cash and cash equivalents.............................................. 68.4 85.9
Other assets........................................................... 239.3 279.8
------------- -------------
Total Assets........................................................... $ 1,847.2 $ 1,916.3
============= =============

Borrowed funds - third party........................................... $ 354.2 $ 367.1
Borrowed funds - AXA Financial......................................... 28.9 30.1
Other liabilities...................................................... 313.9 197.2
------------- -------------
Total liabilities...................................................... 697.0 594.4
------------- -------------

Partners' capital...................................................... 1,150.2 1,321.9
------------- -------------
Total Liabilities and Partners' Capital................................ $ 1,847.2 $ 1,916.3
============= =============

Equity in partners' capital included above............................. $ 316.5 $ 365.6
Equity in limited partnership interests not included above and other... 524.1 390.1
------------- -------------
Carrying Value......................................................... $ 840.6 $ 755.7
============= =============
</TABLE>

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
STATEMENTS OF EARNINGS
Revenues of real estate joint ventures............. $ 180.5 $ 246.1 $ 310.5
Revenues of other limited partnership interests.... 455.1 128.9 506.3
Interest expense - third party..................... (39.8) (33.3) (91.8)
Interest expense - AXA Financial................... (2.5) (2.6) (7.2)
Other expenses..................................... (139.0) (197.0) (263.6)
------------- ------------ ------------
Net Earnings....................................... $ 454.3 $ 142.1 $ 454.2
============= ============ ============

Equity in net earnings included above.............. $ 10.5 $ 44.4 $ 76.7
Equity in net earnings of limited partnership
interests not included above..................... 76.0 37.9 69.5
Other.............................................. - - (.9)
------------- ------------ ------------
Total Equity in Net Earnings....................... $ 86.5 $ 82.3 $ 145.3
============= ============ ============
</TABLE>

F-16

<PAGE>

5) NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

The sources of net investment income follows:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)

<S> <C> <C> <C>
Fixed maturities................................... $ 1,499.8 $ 1,489.0 $ 1,459.4
Mortgage loans on real estate...................... 253.4 235.4 260.8
Equity real estate................................. 250.2 356.1 390.4
Other equity investments........................... 165.1 83.8 156.9
Policy loans....................................... 143.8 144.9 177.0
Other investment income............................ 161.3 185.7 181.7
------------- ------------ ------------

Gross investment income.......................... 2,473.6 2,494.9 2,626.2

Investment expenses.............................. (232.7) (266.8) (343.4)
------------- ------------ ------------

Net Investment Income.............................. $ 2,240.9 $ 2,228.1 $ 2,282.8
============= ============ ============
</TABLE>

Investment (losses) gains, net, including changes in the valuation
allowances, follow:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)

<S> <C> <C> <C>
Fixed maturities................................... $ (290.9) $ (24.3) $ 88.1
Mortgage loans on real estate...................... (3.3) (10.9) (11.2)
Equity real estate................................. (2.4) 74.5 (391.3)
Other equity investments........................... 88.1 29.9 14.1
Sale of subsidiaries............................... - (2.6) 252.1
Issuance and sales of Alliance Units............... 5.5 19.8 -
Issuance and sales of DLJ common stock............. 106.0 18.2 3.0
Other.............................................. .1 (4.4) -
------------- ------------ ------------
Investment (Losses) Gains, Net..................... $ (96.9) $ 100.2 $ (45.2)
============= ============ ============
</TABLE>

Writedowns of fixed maturities amounted to $223.2 million, $101.6 million
and $11.7 million for 1999, 1998 and 1997, respectively, and writedowns of
equity real estate amounted to $136.4 million for 1997. In fourth quarter
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 1999, 1998 and 1997, respectively, proceeds received on sales of fixed
maturities classified as available for sale amounted to $7,138.6 million,
$15,961.0 million and $9,789.7 million. Gross gains of $74.7 million,
$149.3 million and $166.0 million and gross losses of $214.3 million, $95.1
million and $108.8 million, respectively, were realized on these sales. The
change in unrealized investment (losses) gains related to fixed maturities
classified as available for sale for 1999, 1998 and 1997 amounted to
$(1,313.8) million, $(331.7) million and $513.4 million, respectively.

On January 1, 1999, investments in publicly-traded common equity securities
in the General Account portfolio within other equity investments amounting
to $102.3 million were transferred from available for sale securities to
trading securities. As a result of this transfer, unrealized investment
gains of $83.3 million ($43.2 million net of related DAC and Federal income
taxes) were recognized as realized investment gains in the consolidated
statements of earnings. Net unrealized holding gains of $7.0 million were
included in net investment income in the consolidated statements of
earnings for 1999. These trading securities had a carrying value of $14.1
million and costs of $7.2 million at December 31, 1999.

F-17
<PAGE>

During 1999, DLJ completed its offering of a new class of its Common Stock
to track the financial performance of DLJdirect, its online brokerage
business. As a result of this offering, the Company recorded a non-cash
pre-tax realized gain of $95.8 million.

For 1999, 1998 and 1997, investment results passed through to certain
participating group annuity contracts as interest credited to
policyholders' account balances amounted to $131.5 million, $136.9 million
and $137.5 million, respectively.

In 1997, Equitable Life sold EREIM (other than its interest in Column
Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend Lease"),
for $400.0 million and recognized an investment gain of $162.4 million, net
of Federal income tax of $87.4 million. 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, the businesses sold reported combined
revenues of $91.6 million and combined net earnings of $10.7 million.

On June 30, 1997, Alliance reduced the recorded value of goodwill and
contracts associated with Alliance's 1996 acquisition of Cursitor Holdings
L.P. and Cursitor Holdings Limited (collectively, "Cursitor") by $120.9
million since Cursitor's business fundamentals no longer supported the
carrying value of its investment. The Company's earnings from continuing
operations 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.

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, follow:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)

<S> <C> <C> <C>
Balance, beginning of year......................... $ 384.1 $ 533.6 $ 189.9
Changes in unrealized investment (losses) gains.... (1,486.6) (242.4) 543.3
Changes in unrealized investment losses
(gains) attributable to:
Participating group annuity contracts.......... 24.7 (5.7) 53.2
DAC............................................ 208.6 13.2 (89.0)
Deferred Federal income taxes.................. 476.4 85.4 (163.8)
------------- ------------ ------------
Balance, End of Year............................... $ (392.8) $ 384.1 $ 533.6
============= ============ ============

Balance, end of year comprises:
Unrealized investment (losses) gains on:
Fixed maturities............................... $ (773.9) $ 539.9 $ 871.2
Other equity investments....................... (16.3) 92.4 33.7
Other, principally Closed Block................ 46.8 111.1 80.9
------------- ------------ ------------
Total........................................ (743.4) 743.4 985.8
Amounts of unrealized investment gains
attributable to:
Participating group annuity contracts........ - (24.7) (19.0)
DAC.......................................... 80.8 (127.8) (141.0)
Deferred Federal income taxes................ 269.8 (206.8) (292.2)
------------- ------------ ------------
Total.............................................. $ (392.8) $ 384.1 $ 533.6
============= ============ ============
</TABLE>

Changes in unrealized gains (losses) reflect changes in fair value of only
those fixed maturities and equity securities classified as available for
sale and do not reflect any changes in fair value of policyholders' account
balances and future policy benefits.

F-18
<PAGE>

6) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) represents cumulative gains
and losses on items that are not reflected in earnings. The balances for
the past three years follow:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)

<S> <C> <C> <C>
Unrealized (losses) gains on investments........... $ (392.8) $ 384.1 $ 533.6
Minimum pension liability.......................... (.1) (28.3) (17.3)
------------- ------------ ------------
Total Accumulated Other
Comprehensive (Loss) Income...................... $ (392.9) $ 355.8 $ 516.3
============= ============ ============
</TABLE>

The components of other comprehensive income (loss) for the past three
years follow:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Net unrealized (losses) gains on investment
securities:
Net unrealized (losses) gains arising during
the period..................................... $ (1,682.3) $ (186.1) $ 564.0
Adjustment to reclassify losses (gains)
included in net earnings during the period..... 195.7 (56.3) (20.7)
------------- ------------ ------------
Net unrealized (losses) gains on investment
securities..................................... (1,486.6) (242.4) 543.3
Adjustments for policyholder liabilities,
DAC and deferred Federal income taxes.......... 709.7 92.9 (199.6)
------------- ------------ ------------

Change in unrealized losses (gains), net of
adjustments.................................... (776.9) (149.5) 343.7
Change in minimum pension liability................ 28.2 (11.0) (4.4)
------------- ------------ ------------
Total Other Comprehensive (Loss) Income............ $ (748.7) $ (160.5) $ 339.3
============= ============ ============
</TABLE>

F-19
<PAGE>

7) CLOSED BLOCK

Summarized financial information for the Closed Block follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------
1999 1998
------------ ------------
(IN MILLIONS)
<S> <C> <C
BALANCE SHEETS
Fixed Maturities:
Available for sale, at estimated fair value (amortized cost,
$4,144.8 and $4,149.0)........................................... $ 4,014.0 $ 4,373.2
Mortgage loans on real estate........................................ 1,704.2 1,633.4
Policy loans......................................................... 1,593.9 1,641.2
Cash and other invested assets....................................... 194.4 86.5
DAC.................................................................. 895.5 676.5
Other assets......................................................... 205.3 221.6
------------ ------------
Total Assets......................................................... $ 8,607.3 $ 8,632.4
============ ============

Future policy benefits and policyholders' account balances........... $ 9,011.7 $ 9,013.1
Other liabilities.................................................... 13.3 63.9
------------ ------------
Total Liabilities.................................................... $ 9,025.0 $ 9,077.0
============ ============
</TABLE>

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
STATEMENTS OF EARNINGS
Premiums and other revenue......................... $ 619.1 $ 661.7 $ 687.1
Investment income (net of investment
expenses of $15.8, $15.5 and $27.0).............. 574.2 569.7 574.9
Investment (losses) gains, net..................... (11.3) .5 (42.4)
------------- ------------ ------------
Total revenues............................... 1,182.0 1,231.9 1,219.6
------------- ------------ ------------

Policyholders' benefits and dividends.............. 1,024.7 1,082.0 1,066.7
Other operating costs and expenses................. 70.9 62.8 50.4
------------- ------------ ------------
Total benefits and other deductions.......... 1,095.6 1,144.8 1,117.1
------------- ------------ ------------

Contribution from the Closed Block................. $ 86.4 $ 87.1 $ 102.5
============= ============ ============
</TABLE>

Impaired mortgage loans along with the related provision for losses
follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
1999 1998
------------- -------------
(IN MILLIONS)
<S> <C> <C>
Impaired mortgage loans with provision for losses...................... $ 26.8 $ 55.5
Impaired mortgage loans without provision for losses................... 4.5 7.6
------------- -------------
Recorded investment in impaired mortgages.............................. 31.3 63.1
Provision for losses................................................... (4.1) (10.1)
------------- -------------
Net Impaired Mortgage Loans............................................ $ 27.2 $ 53.0
============= =============
</TABLE>

During 1999, 1998 and 1997, the Closed Block's average recorded investment
in impaired mortgage loans was $37.0 million, $85.5 million and $110.2
million, respectively. Interest income recognized on these impaired
mortgage loans totaled $3.3 million, $4.7 million and $9.4 million ($.3
million, $1.5 million and $4.1 million recognized on a cash basis) for
1999, 1998 and 1997, respectively.

F-20
<PAGE>

Valuation allowances amounted to $4.6 million and $11.1 million on mortgage
loans on real estate and $24.7 million and $15.4 million on equity real
estate at December 31, 1999 and 1998, respectively. Writedowns of fixed
maturities amounted to $3.5 million for 1997. Writedowns of equity real
estate amounted to $28.8 million for 1997.

In fourth quarter 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. Also 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-21
<PAGE>

8) DISCONTINUED OPERATIONS

Summarized financial information for discontinued operations follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------
1999 1998
------------ ------------
(IN MILLIONS)
<S> <C> <C>
BALANCE SHEETS
Mortgage loans on real estate........................................ $ 454.6 $ 553.9
Equity real estate................................................... 426.6 611.0
Other equity investments............................................. 55.8 115.1
Other invested assets................................................ 87.1 24.9
------------ ------------
Total investments.................................................. 1,024.1 1,304.9
Cash and cash equivalents............................................ 164.5 34.7
Other assets......................................................... 213.0 219.0
------------ ------------
Total Assets......................................................... $ 1,401.6 $ 1,558.6
============ ============

Policyholders' liabilities........................................... $ 993.3 $ 1,021.7
Allowance for future losses.......................................... 242.2 305.1
Other liabilities.................................................... 166.1 231.8
------------ ------------
Total Liabilities.................................................... $ 1,401.6 $ 1,558.6
============ ============
</TABLE>

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
STATEMENTS OF EARNINGS
Investment income (net of investment
expenses of $49.3, $63.3 and $97.3).............. $ 98.7 $ 160.4 $ 188.6
Investment (losses) gains, net..................... (13.4) 35.7 (173.7)
Policy fees, premiums and other income............. .2 (4.3) .2
------------- ------------ ------------
Total revenues..................................... 85.5 191.8 15.1

Benefits and other deductions...................... 104.8 141.5 169.5
(Losses charged) earnings credited to allowance
for future losses................................ (19.3) 50.3 (154.4)
------------- ------------ ------------
Pre-tax loss from operations....................... - - -
Pre-tax earnings from releasing (loss from
strengthening) the allowance for future
losses........................................... 43.3 4.2 (134.1)
Federal income tax (expense) benefit............... (15.2) (1.5) 46.9
------------- ------------ ------------
Earnings (Loss) from Discontinued Operations....... $ 28.1 $ 2.7 $ (87.2)
============= ============ ============
</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 1999 and
1998 and strengthening of allowance in 1997.

In fourth quarter 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. Also in fourth quarter
1997, $92.5 million of writedowns on real estate held for production of
income were recognized.

F-22
<PAGE>

Benefits and other deductions includes $26.6 million and $53.3 million of
interest expense related to amounts borrowed from continuing operations in
1998 and 1997, respectively.

Valuation allowances of $1.9 million and $3.0 million on mortgage loans on
real estate and $54.8 million and $34.8 million on equity real estate were
held at December 31, 1999 and 1998, respectively. Writedowns of equity real
estate were $95.7 million in 1997.

During 1999, 1998 and 1997, discontinued operations' average recorded
investment in impaired mortgage loans was $13.8 million, $73.3 million and
$89.2 million, respectively. Interest income recognized on these impaired
mortgage loans totaled $1.7 million, $4.7 million and $6.6 million ($.0
million, $3.4 million and $5.3 million recognized on a cash basis) for
1999, 1998 and 1997, respectively.

At December 31, 1999 and 1998, discontinued operations had real estate
acquired in satisfaction of debt with carrying values of $24.1 million and
$50.0 million, respectively.

9) SHORT-TERM AND LONG-TERM DEBT

Short-term and long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------
1999 1998
------------ ------------
(IN MILLIONS)
<S> <C> <C>
Short-term debt...................................................... $ 557.0 $ 179.3
------------ ------------
Long-term debt:
Equitable Life:
Surplus notes, 6.95% due 2005...................................... 399.5 399.4
Surplus notes, 7.70% due 2015...................................... 199.7 199.7
Other.............................................................. .4 .3
------------ ------------
Total Equitable Life........................................... 599.6 599.4
------------ ------------
Wholly Owned and Joint Venture Real Estate:
Mortgage notes, 5.43% - 9.5%, due through 2017..................... 251.3 392.2
------------ ------------
Alliance:
Other.............................................................. - 10.8
------------ ------------
Total long-term debt................................................. 850.9 1,002.4
------------ ------------

Total Short-term and Long-term Debt.................................. $ 1,407.9 $ 1,181.7
============ ============
</TABLE>

Short-term Debt
---------------

Equitable Life has a $700.0 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, 1999 range from 5.76% to 8.5%. There were no
borrowings outstanding under this bank credit facility at December 31,
1999.

Equitable Life has a commercial paper program with an issue limit of $1.0
billion. This program is available for general corporate purposes used to
support Equitable Life's liquidity needs and is supported by Equitable
Life's existing $700.0 million bank credit facility. At December 31, 1999,
there were $166.9 million outstanding under this program.

Alliance has a $425.0 million five-year revolving credit facility with a
group of commercial banks. 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
July 1999, Alliance increased the size of its commercial paper program by
$200.0 million from $425.0 million for a total available limit of $625.0
million. Borrowings from the revolving credit facility and the original
commercial paper program may not exceed $425.0 million in the aggregate.
The revolving credit facility provides backup liquidity for commercial
paper issued under

F-23
<PAGE>

Alliance's commercial paper program and can be used as a direct source of
borrowing. The revolving credit facility contains covenants that require
Alliance to, among other things, meet certain financial ratios. At December
31, 1999, Alliance had commercial paper outstanding totaling $384.7 million
at an effective interest rate of 5.9%; there were no borrowings outstanding
under Alliance's revolving credit facility.

In December 1999, Alliance established a $100.0 million extendible
commercial notes ("ECN") program to supplement its commercial paper
program. ECN's are short-term debt instruments that do not require any
back-up liquidity support.

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. At
December 31, 1999, the Company is in compliance with all debt covenants.

The Company has pledged real estate, mortgage loans, cash and securities
amounting to $323.6 million and $640.2 million at December 31, 1999 and
1998, respectively, as collateral for certain short-term and long-term
debt.

At December 31, 1999, aggregate maturities of the long-term debt based on
required principal payments at maturity was $3.0 million for 2000 and
$848.7 million for 2005 and thereafter.

10) FEDERAL INCOME TAXES

A summary of the Federal income tax expense in the consolidated statements
of earnings follows:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Federal income tax expense (benefit):
Current.......................................... $ 174.0 $ 283.3 $ 186.5
Deferred......................................... 158.0 69.8 (95.0)
------------- ------------ ------------
Total.............................................. $ 332.0 $ 353.1 $ 91.5
============= ============ ============
</TABLE>

F-24
<PAGE>

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 their tax effects
follow:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Expected Federal income tax expense................ $ 458.4 $ 414.3 $ 234.7
Non-taxable minority interest...................... (47.8) (33.2) (38.0)
Non-taxable subsidiary gains....................... (37.1) (6.4) -
Adjustment of tax audit reserves................... 27.8 16.0 (81.7)
Equity in unconsolidated subsidiaries.............. (64.0) (39.3) (45.1)
Other.............................................. (5.3) 1.7 21.6
------------- ------------ ------------
Federal Income Tax Expense......................... $ 332.0 $ 353.1 $ 91.5
============= ============ ============
</TABLE>

The components of the net deferred Federal income taxes are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1999 December 31, 1998
----------------------------- -----------------------------
ASSETS LIABILITIES Assets Liabilities
----------- ------------ ------------ -----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Compensation and related benefits...... $ - $ 37.7 $ 235.3 $ -
Other.................................. - 20.6 27.8 -
DAC, reserves and reinsurance.......... - 329.7 - 231.4
Investments............................ 115.1 - - 364.4
----------- ------------ ------------ -----------
Total.................................. $ 115.1 $ 388.0 $ 263.1 $ 595.8
=========== ============ ============ ===========
</TABLE>

At December 31, 1999, in conjunction with the non-qualified employee
benefit plans, $236.8 million in deferred tax asset was transferred to the
Holding Company. See Note 12 for discussion of the benefit plans
transferred.

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 their
tax effects follow:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)

<S> <C> <C> <C>
DAC, reserves and reinsurance...................... $ 83.2 $ (7.7) $ 46.2
Investments........................................ 3.2 46.8 (113.8)
Compensation and related benefits.................. 21.0 28.6 3.7
Other.............................................. 50.6 2.1 (31.1)
------------- ------------ ------------
Deferred Federal Income Tax
Expense (Benefit)................................ $ 158.0 $ 69.8 $ (95.0)
============= ============ ============
</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.

F-25
<PAGE>

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>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)

<S> <C> <C> <C>
Direct premiums.................................... $ 420.6 $ 438.8 $ 448.6
Reinsurance assumed................................ 206.7 203.6 198.3
Reinsurance ceded.................................. (69.1) (54.3) (45.4)
------------- ------------ ------------
Premiums........................................... $ 558.2 $ 588.1 $ 601.5
============= ============ ============

Universal Life and Investment-type Product
Policy Fee Income Ceded.......................... $ 69.7 $ 75.7 $ 61.0
============= ============ ============
Policyholders' Benefits Ceded...................... $ 99.6 $ 85.9 $ 70.6
============= ============ ============
Interest Credited to Policyholders' Account
Balances Ceded................................... $ 38.5 $ 39.5 $ 36.4
============= ============ ============
</TABLE>

Since 1997, the Company reinsures on a yearly renewal term basis 90% of the
mortality risk on new issues of certain term, universal and variable life
products. The Company's retention limit on joint survivorship policies is
$15.0 million. All in force business above $5.0 million is reinsured. The
Insurance Group also reinsures the entire risk on certain substandard
underwriting risks and in certain other cases.

The Insurance Group cedes 100% of its group life and health business to a
third party insurer. Premiums ceded totaled $.1 million, $1.3 million and
$1.6 million for 1999, 1998 and 1997, respectively. Ceded death and
disability benefits totaled $44.7 million, $15.6 million and $4.3 million
for 1999, 1998 and 1997, respectively. Insurance liabilities ceded totaled
$510.5 million and $560.3 million at December 31, 1999 and 1998,
respectively.

F-26
<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").

Effective December 31, 1999, the Holding Company legally assumed primary
liability from Equitable Life for all current and future obligations of its
Excess Retirement Plan, Supplemental Executive Retirement Plan and certain
other employee benefit plans that provide participants with medical, life
insurance, and deferred compensation benefits; Equitable Life remains
secondarily liable. The amount of the liability associated with employee
benefits transferred was $676.5 million, including $183.0 million of
non-qualified pension benefit obligations and $394.1 million of
postretirement benefits obligations at December 31, 1999. This transfer was
recorded as a non-cash capital contribution to Equitable Life.

Components of net periodic pension (credit) cost for the qualified and
non-qualified plans follow:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Service cost....................................... $ 36.7 $ 33.2 $ 32.5
Interest cost on projected benefit obligations..... 131.6 129.2 128.2
Actual return on assets............................ (189.8) (175.6) (307.6)
Net amortization and deferrals..................... 7.5 6.1 166.6
------------- ------------ ------------
Net Periodic Pension Cost (Credit)................. $ (14.0) $ (7.1) $ 19.7
============= ============ ============
</TABLE>

The projected benefit obligations under the qualified and non-qualified
pension plans were comprised of:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998
------------ ------------
(IN MILLIONS)

<S> <C> <C>
Benefit obligations, beginning of year................................. $ 1,933.4 $ 1,801.3
Service cost........................................................... 36.7 33.2
Interest cost.......................................................... 131.6 129.2
Actuarial (gains) losses............................................... (53.3) 108.4
Benefits paid.......................................................... (123.1) (138.7)
------------ ------------
Subtotal before transfer............................................... 1,925.3 1,933.4
Transfer of Non-qualified Pension Benefit Obligation
to the Holding Company............................................... (262.5) -
------------ ------------
Benefit Obligation, End of Year........................................ $ 1,662.8 $ 1,933.4
============ ============
</TABLE>

F-27
<PAGE>

The funded status of the qualified and non-qualified pension plans was as
follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998
------------ ------------
(IN MILLIONS)

<S> <C> <C>
Plan assets at fair value, beginning of year........................... $ 2,083.1 $ 1,867.4
Actual return on plan assets........................................... 369.0 338.9
Contributions.......................................................... .1 -
Benefits paid and fees................................................. (108.5) (123.2)
------------ ------------
Plan assets at fair value, end of year................................. 2,343.7 2,083.1
Projected benefit obligations.......................................... 1,925.3 1,933.4
------------ ------------
Excess of plan assets over projected benefit obligations............... 418.4 149.7
Unrecognized prior service cost........................................ (5.2) (7.5)
Unrecognized net (gain) loss from past experience different
from that assumed.................................................... (197.3) 38.7
Unrecognized net asset at transition................................... (.1) 1.5
------------ ------------
Subtotal before transfer............................................... 215.8 182.4
Transfer of Accrued Non-qualified Pension Benefit Obligation
to the Holding Company............................................... 183.0 -
------------ ------------
Prepaid Pension Cost, Net.............................................. $ 398.8 $ 182.4
============ ============
</TABLE>

The prepaid pension cost for pension plans with assets in excess of
projected benefit obligations was $412.2 million and $363.9 million and the
accrued liability for pension plans with projected benefit obligations in
excess of plan assets was $13.5 million and $181.5 million at December 31,
1999 and 1998, respectively.

The pension plan assets include corporate and government debt securities,
equity securities, equity real estate and shares of group trusts managed by
Alliance. The discount rate and rate of increase in future compensation
levels used in determining the actuarial present value of projected benefit
obligations were 8.0% and 6.38%, respectively, at December 31, 1999 and
7.0% and 3.83%, respectively, at December 31, 1998. As of January 1, 1999
and 1998, the expected long-term rate of return on assets for the
retirement plan was 10.0% and 10.25%, respectively.

The Company recorded, as a reduction of shareholder's equity, an additional
minimum pension liability of $.1 million, $28.3 million and $17.3 million,
net of Federal income taxes, at December 31, 1999, 1998 and 1997,
respectively, primarily representing the excess of the accumulated benefit
obligation of the non-qualified pension plan over the accrued liability.
The aggregate accumulated benefit obligation and fair value of plan assets
for pension plans with accumulated benefit obligations in excess of plan
assets were $325.7 million and $36.3 million, respectively, at December 31,
1999 and $309.7 million and $34.5 million, respectively, at December 31,
1998.

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 $30.2 million,
$31.8 million and $33.2 million for 1999, 1998 and 1997, 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 1999, 1998 and 1997, the Company made estimated postretirement
benefits payments of $29.5 million, $28.4 million and $18.7 million,
respectively.

F-28
<PAGE>

The following table sets forth the postretirement benefits plan's status,
reconciled to amounts recognized in the Company's consolidated financial
statements:

<TABLE>
<CAPTION>
1999 1998 1997
----------------- ---------------- -----------------
(IN MILLIONS)

<S> <C> <C> <C>
Service cost....................................... $ 4.7 $ 4.6 $ 4.5
Interest cost on accumulated postretirement
benefits obligation.............................. 34.4 33.6 34.7
Unrecognized prior service costs................... (7.0) - -
Net amortization and deferrals..................... 8.4 .5 1.9
----------------- ---------------- -----------------
Net Periodic Postretirement Benefits Costs......... $ 40.5 $ 38.7 $ 41.1
================= ================ =================
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998
------------ ------------
(IN MILLIONS)

<S> <C> <C>
Accumulated postretirement benefits obligation, beginning
of year.............................................................. $ 490.4 $ 490.8
Service cost........................................................... 4.7 4.6
Interest cost.......................................................... 34.4 33.6
Contributions and benefits paid........................................ (29.5) (28.4)
Actuarial gains........................................................ (29.0) (10.2)
------------ ------------
Accumulated postretirement benefits obligation, end of year............ 471.0 490.4
Unrecognized prior service cost........................................ 26.9 31.8
Unrecognized net loss from past experience different
from that assumed and from changes in assumptions.................... (86.0) (121.2)
------------ ------------
Subtotal before transfer............................................... 411.9 401.0
Transfer to the Holding Company........................................ (394.1) -
------------ ------------
Accrued Postretirement Benefits Cost................................... $ 17.8 $ 401.0
============ ============
</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.

The assumed health care cost trend rate used in measuring the accumulated
postretirement benefits obligation was 7.5% in 1999, gradually declining to
4.75% in the year 2010, and in 1998 was 8.0%, gradually declining to 2.5%
in the year 2009. The discount rate used in determining the accumulated
postretirement benefits obligation was 8.0% and 7.0% at December 31, 1999
and 1998, respectively.

If the health care cost trend rate assumptions were increased by 1%, the
accumulated postretirement benefits obligation as of December 31, 1999
would be increased 3.55%. The effect of this change on the sum of the
service cost and interest cost would be an increase of 3.91%. If the health
care cost trend rate assumptions were decreased by 1% the accumulated
postretirement benefits obligation as of December 31, 1999 would be
decreased by 4.38%. The effect of this change on the sum of the service
cost and interest cost would be a decrease of 4.96%.

F-29
<PAGE>

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, 1999 and 1998,
respectively, was $797.3 million and $880.9 million. The average unexpired
terms at December 31, 1999 ranged from two months to 5.0 years. At December
31, 1999, the cost of terminating swaps in a loss position was $1.8
million. Equitable Life maintains an interest rate cap program designed to
hedge crediting rates on interest-sensitive individual annuities contracts.
The outstanding notional amounts at December 31, 1999 of contracts
purchased and sold were $7,575.0 million and $875.0 million, respectively.
The net premium paid by Equitable Life on these contracts was $51.6 million
and is being amortized ratably over the contract periods ranging from 1 to
4 years. Income and expense resulting from this program are reflected as an
adjustment to interest credited to policyholders' account balances.

DLJ enters into certain contractual agreements referred to as derivatives
or off-balance-sheet financial instruments primarily for trading purposes
and to provide products for its clients. DLJ performs the following
activities: writing over-the-counter ("OTC") options to accommodate
customer needs; trading in forward contracts in U.S. government and agency
issued or guaranteed securities; trading 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 also enters into swap agreements, primarily equity, interest
rate and foreign currency swaps. DLJ is not significantly involved in
commodity derivative instruments.

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, 1999 and 1998.

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,
--------------------------------------------------------------------
1999 1998
--------------------------------- ---------------------------------
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.......... $ 3,270.0 $ 3,239.3 $ 2,809.9 $ 2,961.8
Other limited partnership interests.... 647.9 647.9 562.6 562.6
Policy loans........................... 2,257.3 2,359.5 2,086.7 2,370.7
Policyholders' account balances -
investment contracts................. 12,740.4 12,800.5 12,892.0 13,396.0
Long-term debt......................... 850.9 834.9 1,002.4 1,025.2

Closed Block Financial Instruments:
-----------------------------------
Mortgage loans on real estate.......... $ 1,704.2 $ 1,650.3 $ 1,633.4 $ 1,703.5
Other equity investments............... 36.3 36.3 56.4 56.4
Policy loans........................... 1,593.9 1,712.0 1,641.2 1,929.7
SCNILC liability....................... 22.8 22.5 25.0 25.0

Discontinued Operations Financial
---------------------------------
Instruments:
------------
Mortgage loans on real estate.......... $ 454.6 $ 467.0 $ 553.9 $ 599.9
Fixed maturities....................... 85.5 85.5 24.9 24.9
Other equity investments............... 55.8 55.8 115.1 115.1
Guaranteed interest contracts.......... 33.2 27.5 37.0 34.0
Long-term debt......................... 101.9 101.9 147.1 139.8
</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 $59.4 million to affiliated real estate joint
ventures; and to provide equity financing to certain limited partnerships
of $373.8 million at December 31, 1999, 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 $24.9 million of letters of credit outstanding at
December 31, 1999.

15) LITIGATION

The Company
-----------

Life Insurance and Annuity Sales Cases

A number of lawsuits are pending as individual claims and purported class
actions against Equitable Life, its subsidiary insurance company and a
former insurance subsidiary. 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 different jurisdictions, and are in varying stages of
discovery and motions for class certification.

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 Company's management believes that the ultimate resolution of
these cases should not have a material adverse effect on the financial
position of the Company. The Company'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 Company'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 Company's
management believes that the ultimate resolution of this matter should not
have a material adverse effect on the financial position of the Company.
The Company'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 Company's results of operations in any particular period.

Agent Health Benefits Case

Equitable Life is a defendant in an action, certified as a class action in
March 1999, in the United States District Court for the Northern District
of California, alleging, among other things, that Equitable Life violated
ERISA by eliminating certain alternatives pursuant to which agents of
Equitable Life could qualify for health care coverage. The class consists
of "[a]ll current, former and retired Equitable agents, who while

F-32
<PAGE>

associated with Equitable satisfied [certain alternatives] to qualify for
health coverage or contributions thereto under applicable plans."
Plaintiffs allege various causes of action under ERISA, including claims
for enforcement of alleged promises contained in plan documents and for
enforcement of agent bulletins, breach of unilateral contract, breach of
fiduciary duty and promissory estoppel. The parties are currently engaged
in discovery. Although the outcome of any litigation cannot be predicted
with certainty, the Company's management believes that the ultimate
resolution of this matter should not have a material adverse effect on the
financial position of the Company. The Company'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 Company's results of operations in any
particular period.

Prime Property Fund Case

In January 2000, the California Supreme Court denied the Company's petition
for review of an October 1999 decision by the California Superior Court of
Appeal. Such decision reversed the dismissal by the Supreme Court of Orange
County, California of an action which was commenced in 1995 by a real
estate developer in connection with a limited partnership formed in 1991
with the Company on behalf of Prime Property Fund ("PPF"). The Company
serves as investment manager for PPF, an open-end, commingled real estate
separate account of the Company for pension clients. Plaintiff alleges
breach of fiduciary duty and other claims principally in connection with
PPF's 1995 purchase and subsequent foreclosure of the loan which financed
the partnership's property. Plaintiff seeks compensatory and punitive
damages. The case has been remanded to the Superior Court for further
proceedings. Although the outcome of litigation cannot be predicted with
certainty, the Company's management believes that the ultimate resolution
of this matter should not have a material adverse effect on the financial
position of the Company. The Company's management cannot make an estimate
of loss, if any, or predict whether or not this matter will have a material
adverse effect on the Company'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 Holding 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. In December 1999, the United States District Court for the
Southern District of New York granted the defendants' motion for summary
judgment on all claims against all defendants. Later in December 1999, the
plaintiffs filed motions for reconsideration of the Court's ruling. These
motions are currently pending with the Court.

In connection with the Reorganization; Alliance assumed any liabilities
which Alliance Holding may have with respect to this action. Alliance and
Alliance Holding believe that the allegations in the amended complaint are
without merit and intend to vigorously defend against these claims. While
the ultimate outcome of this matter cannot be determined at this time,
management of Alliance Holding and Alliance do not expect that it will have
a material adverse effect on Alliance Holding's or Alliance's results of
operations or financial condition.

DLJSC
-----

Donaldson, Lufkin & Jenrette Securities Corporation ("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. In April
1999, the complaint against DLJSC and the other defendants was dismissed.
The plaintiffs have appealed. DLJSC intends to defend itself vigorously
against all the allegations contained in the complaint.

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. In March
1999, the Court granted motions for summary judgment filed by DLJSC and the
other defendants. The plaintiffs have appealed. DLJSC intends to defend
itself vigorously against all the allegations contained in the complaint.

In November 1998, three purported class actions were filed in the U.S.
District Court for the Southern District of New York against more than 25
underwriters of initial public offering securities, including DLJSC. The
complaints allege that defendants conspired to fix the "fee" paid for
underwriting initial public offering securities by setting the
underwriters' discount or "spread" at 7%, in violation of the Federal
antitrust laws. The complaints seek treble damages in an unspecified amount
and injunctive relief as well as attorneys' fees and costs. In March 1999,
the plaintiffs filed a consolidated amended complaint. A motion by all
defendants

F-33
<PAGE>

to dismiss the complaints on several grounds is pending. Separately, the
U.S. Department of Justice has issued a Civil Investigative Demand to
several investment banking firms, including DLJSC, seeking documents and
information relating to "alleged" price-fixing with respect to underwriting
spreads in initial public offerings. The Justice Department has not made
any charges against DLJSC or the other investment banking firms. DLJSC is
cooperating with the Justice Department in providing the requested
information and believes that no violation of law by DLJSC has occurred.

Although there can be no assurance, DLJ's management does not believe that
the ultimate resolution of the litigations described above to which DLJSC
is a party 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 litigations 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 information technology equipment and office
furniture and equipment. Future minimum payments under noncancelable leases
for 2000 and the four successive years are $111.2 million, $93.3 million,
$78.3 million, $71.9 million, $66.5 million and $523.7 million thereafter.
Minimum future sublease rental income on these noncancelable leases for
2000 and the four successive years is $5.2 million, $4.1 million, $2.8
million, $2.8 million, $2.8 million and $23.8 million thereafter.

At December 31, 1999, the minimum future rental income on noncancelable
operating leases for wholly owned investments in real estate for 2000 and
the four successive years is $120.7 million, $113.5 million, $96.0 million,
$79.7 million, $74.1 million and $354.6 million thereafter.

17) OTHER OPERATING COSTS AND EXPENSES

Other operating costs and expenses consisted of the following:

<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)

<S> <C> <C> <C>
Compensation costs................................. $ 1,010.6 $ 772.0 $ 721.5
Commissions........................................ 549.5 478.1 409.6
Short-term debt interest expense................... 16.7 26.1 31.7
Long-term debt interest expense.................... 76.3 84.6 121.2
Amortization of policy acquisition costs........... 314.5 292.7 287.3
Capitalization of policy acquisition costs......... (709.9) (609.1) (508.0)
Writedown of policy acquisition costs.............. 131.7 - -
Rent expense, net of sublease income............... 113.9 100.0 101.8
Cursitor intangible assets writedown............... - - 120.9
Other.............................................. 1,294.0 1,056.8 917.9
------------- ------------ ------------
Total.............................................. $ 2,797.3 $ 2,201.2 $ 2,203.9
================= ================ =================
</TABLE>

F-34
<PAGE>

During 1997, the Company restructured certain operations in connection with
cost reduction programs and recorded a pre-tax provision of $42.4 million.
The amount paid during 1999 associated with cost reduction programs totaled
$15.6 million. At December 31, 1999, the remaining liabilities associated
with cost reduction programs was $8.8 million. The 1997 cost reduction
program included costs related to employee termination and exit costs.

18) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

Equitable Life is restricted as to the amounts it may pay as shareholder
dividends. 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 1999, 1998 and 1997, statutory net income (loss) totaled
$547.0 million, $384.4 million and ($351.7) million, respectively.
Statutory surplus, capital stock and Asset Valuation Reserve ("AVR")
totaled $5,570.6 million and $4,728.0 million at December 31, 1999 and
1998, respectively. In September 1999, $150.0 million in dividends were
paid to the Holding Company by Equitable Life, the first such payment since
Equitable Life's demutualization in 1992.

At December 31, 1999, the Insurance Group, in accordance with various
government and state regulations, had $26.8 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
shareholder's equity under GAAP are primarily: (a) the 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) external
and certain internal costs incurred to obtain or develop internal use
computer software during the application development stage is capitalized
under GAAP but expensed under SAP; (e) Federal income taxes are generally
accrued under SAP based upon revenues and expenses in the Federal income
tax return while under GAAP deferred taxes provide for timing differences
between recognition of revenues and expenses for financial reporting and
income tax purposes; (f) the 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 (g) 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 $75.6
million, $61.8 million and $84.1 million for 1999, 1998 and 1997,
respectively, are included in total revenues of the Investment Services
segment. These fees, excluding amounts related to discontinued operations
of $.5 million, $.5 million and $4.2 million for 1999, 1998 and 1997,
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>
1999
----
Segment revenues..................... $ 4,283.0 $ 2,052.7 $ (23.8) $ 6,311.9
Investment (losses) gains............ (199.4) 111.5 - (87.9)
------------- ------------ ------------ ------------
Total Revenues....................... $ 4,083.6 $ 2,164.2 $ (23.8) $ 6,224.0
============= ============ ============ ============

Pre-tax operating earnings........... $ 895.7 $ 427.0 $ - $ 1,322.7
Investment (losses) gains , net of
DAC and other charges.............. (208.4) 110.5 - (97.9)
Non-recurring DAC adjustments........ (131.7) - - (131.7)
Pre-tax minority interest............ - 216.8 - 216.8
------------- ------------ ------------ ------------
Earnings from Continuing
Operations......................... $ 555.6 $ 754.3 $ - $ 1,309.9
============= ============ ============ ============

Total Assets......................... $ 86,842.7 $ 12,961.7 $ (8.9) $ 99,795.5
============= ============ ============ ============

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
============= ============ ============ ============
</TABLE>

F-36
<PAGE>

<TABLE>
<CAPTION>
INVESTMENT
INSURANCE SERVICES ELIMINATION TOTAL
------------- ------------ ------------ ------------

<S> <C> <C> <C> <C>
1997
----
Segment revenues..................... $ 3,990.8 $ 1,200.0 $ (7.7) $ 5,183.1
Investment (losses) gains............ (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 (losses) gains, 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>

20) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The quarterly results of operations for 1999 and 1998 are summarized below:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
------------- ------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
1999
----
Total Revenues................ $ 1,484.3 $ 1,620.3 $ 1,512.1 $ 1,607.3
============= ============= ============ ============

Earnings from Continuing
Operations.................. $ 187.3 $ 222.6 $ 186.5 $ 182.1
============= ============= ============ ============

Net Earnings.................. $ 182.0 $ 221.3 $ 183.1 $ 220.2
============= ============= ============ ============

1998
----
Total Revenues................ $ 1,470.2 $ 1,422.9 $ 1,297.6 $ 1,372.0
============= ============= ============ ============

Earnings from Continuing
Operations.................. $ 212.8 $ 197.0 $ 136.8 $ 158.9
============= ============= ============ ============

Net Earnings.................. $ 213.3 $ 198.3 $ 137.5 $ 159.1
============= ============= ============ ============
</TABLE>

F-37
<PAGE>

21) INVESTMENT IN DLJ

At December 31, 1999, the Company's ownership of DLJ interest was
approximately 31.71%. The Company's ownership interest in DLJ will continue
to be reduced upon the exercise of options granted to certain DLJ employees
and the vesting of forfeitable restricted stock units acquired by DLJ
employees. DLJ restricted stock units represent 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,
-------------------------------
1999 1998
------------ ------------
(IN MILLIONS)
<S> <C> <C>
Assets:
Trading account securities, at market value............................ $ 27,982.4 $ 13,195.1
Securities purchased under resale agreements........................... 29,538.1 20,063.3
Broker-dealer related receivables...................................... 44,998.1 34,264.5
Other assets........................................................... 6,493.5 4,759.3
------------ ------------
Total Assets........................................................... $ 109,012.1 $ 72,282.2
============ ============

Liabilities:
Securities sold under repurchase agreements............................ $ 56,474.4 $ 35,775.6
Broker-dealer related payables......................................... 37,207.4 26,161.5
Short-term and long-term debt.......................................... 6,518.6 3,997.6
Other liabilities...................................................... 4,704.5 3,219.8
------------ ------------
Total liabilities...................................................... 104,904.9 69,154.5
DLJ's company-obligated mandatorily redeemed preferred
securities of subsidiary trust holding solely debentures of DLJ...... 200.0 200.0
Total shareholders' equity............................................. 3,907.2 2,927.7
------------ ------------
Total Liabilities, Cumulative Exchangeable Preferred Stock and
Shareholders' Equity................................................. $ 109,012.1 $ 72,282.2
============ ============

DLJ's equity as reported............................................... $ 3,907.2 $ 2,927.7
Unamortized cost in excess of net assets acquired in 1985
and other adjustments................................................ 22.9 23.7
The Holding Company's equity ownership in DLJ.......................... (1,341.4) (1,002.4)
Minority interest in DLJ............................................... (1,479.3) (1,118.2)
------------ ------------
The Company's Carrying Value of DLJ.................................... $ 1,109.4 $ 830.8
============ ============
</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>
1999 1998 1997
------------ ------------ -------------
(IN MILLIONS)

<S> <C> <C> <C>
Commission, fees and other income..................... $ 4,145.1 $ 3,150.5 $ 2,430.7
Net investment income................................. 2,175.3 2,189.1 1,652.1
Principal Transactions, net........................... 825.9 67.4 557.7
------------ ------------ -------------
Total revenues........................................ 7,146.3 5,407.0 4,640.5
Total expenses including income taxes................. 6,545.6 5,036.2 4,232.2
------------ ------------ -------------
Net earnings.......................................... 600.7 370.8 408.3
Dividends on preferred stock.......................... 21.2 21.3 12.2
------------ ------------ -------------
Earnings Applicable to Common Shares.................. $ 579.5 $ 349.5 $ 396.1
============ ============ =============

DLJ's earnings applicable to common shares as
reported............................................ $ 579.5 $ 349.5 $ 396.1
Amortization of cost in excess of net assets
acquired in 1985.................................... (.9) (.8) (1.3)
The Holding Company's equity in DLJ's earnings........ (222.7) (136.8) (156.8)
Minority interest in DLJ.............................. (172.9) (99.5) (109.1)
------------ ------------ -------------
The Company's Equity in DLJ's Earnings................ $ 183.0 $ 112.4 $ 128.9
============ ============ =============
</TABLE>

22) ACCOUNTING FOR STOCK-BASED COMPENSATION

The Holding Company sponsors a stock incentive 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 1999,
1998 and 1997 would have been $757.1 million, $678.4 million and $426.3
million, respectively.

The fair values of options granted after December 31, 1994, used as a basis
for the pro forma disclosures above, were estimated as of the grant dates
using the Black-Scholes option pricing model. The option pricing
assumptions for 1999, 1998 and 1997 follow:

<TABLE>
<CAPTION>
HOLDING COMPANY DLJ ALLIANCE
------------------------------ ------------------------------- ----------------------------------
1999 1998 1997 1999 1998 1997 1999 1998 1997
--------- ---------- --------- ---------- --------- ---------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend yield...... 0.31% 0.32% 0.48% 0.56% 0.69% 0.86% 8.70% 6.50% 8.00%

Expected volatility. 28% 28% 20% 36% 40% 33% 29% 29% 26%

Risk-free interest
rate.............. 5.46% 5.48% 5.99% 5.06% 5.53% 5.96% 5.70% 4.40% 5.70%

Expected life
in years.......... 5 5 5 5 5 5 7 7.2 7.2

Weighted average
fair value per
option at
grant-date........ $10.78 $11.32 $6.13 $17.19 $16.27 $10.81 $3.88 $3.86 $2.18
</TABLE>

F-39
<PAGE>

A summary of the Holding Company, DLJ and Alliance's option plans 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, 1997........ 13.4 $10.40 22.2 $14.03 10.0 $ 9.54
Granted................ 6.4 $20.93 6.4 $30.54 2.2 $18.28
Exercised.............. (3.2) $10.13 (.2) $16.01 (1.2) $ 8.06
Forfeited.............. (.8) $11.72 (.2) $13.79 (.4) $10.64
--------------- ------------- ---------------

Balance as of
December 31, 1997...... 15.8 $14.53 28.2 $17.78 10.6 $11.41
Granted................ 8.6 $33.13 1.5 $38.59 2.8 $26.28
Exercised.............. (2.2) $10.59 (1.4) $14.91 (.9) $ 8.91
Forfeited.............. (.8) $23.51 (.1) $17.31 (.2) $13.14
--------------- ------------- ---------------

Balance as of
December 31, 1998...... 21.4 $22.00 28.2 $19.04 12.3 $14.92
Granted................ 4.3 $31.70 4.8 $45.23 2.0 $30.18
Exercised.............. (2.4) $13.26 (2.2) $34.61 (1.5) $ 9.51
Forfeited.............. (.6) $24.29 (.1) $15.85 (.3) $17.79
--------------- ------------- ---------------

Balance as of
December 31, 1999...... 22.7 $24.60 30.7 $23.30 12.5 $17.95
=============== ============= ===============
</TABLE>

F-40
<PAGE>

Information about options outstanding and exercisable at December 31, 1999
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> <C>
$ 9.06 -$13.88 5.6 4.2 $10.50 10.9 $18.98
$14.25 -$22.63 5.2 7.7 $20.95 - -
$25.32 -$34.59 8.2 8.7 $29.08 - -
$40.97 -$41.28 3.7 8.6 $41.28 - -
----------------- ------------------
$ 9.06 -$41.28 22.7 7.3 $24.60 10.9 $18.98
================= ================ =============== ================== ================

DLJ
- --------------------
$13.50 -$25.99 20.2 8.4 $14.61 20.6 $16.62
$26.00 -$38.99 4.9 7.8 $33.99 - -
$39.00 -$52.875 4.8 9.0 $43.28 - -
$53.00 -$76.875 .8 9.7 $57.09 - -
----------------- ------------------
$13.50 -$76.875 30.7 8.4 $23.30 20.6 $16.62
================= ================ =============== ================== ================

Alliance
- --------------------
$ 3.66 -$ 9.81 2.6 3.8 $ 8.31 2.2 $ 8.12
$ 9.88 -$12.56 3.3 5.6 $11.16 2.6 $10.92
$13.75 -$18.47 1.8 7.9 $18.34 .7 $18.34
$18.78 -$26.31 2.8 8.9 $26.16 .6 $26.06
$27.31 -$30.94 2.0 9.9 $30.24 - -
----------------- ------------------
$ 3.66 -$30.94 12.5 7.0 $17.95 6.1 $12.12
================= ================ =============== ================== ================

</TABLE>

F-41

<PAGE>

PART C

OTHER INFORMATION
-----------------

Item 24. Financial Statements and Exhibits.

(a) Financial Statements

1. Separate Account No. 49:

- Report of Independent Accountants - PricewaterhouseCoopers
LLP;
- Statements of Assets and Liabilities for the Year Ended
December 31, 1999;
- Statements of Operations for the Year Ended December 31,
1999;
- Statements of Changes in Net Assets for the Years Ended
December 31, 1999 and 1998; and
- Notes to Financial Statements.

2. The Equitable Life Assurance Society of the United States:

- Report of Independent Accountants - PricewaterhouseCoopers
LLP;
- Consolidated Balance Sheets as of December 31, 1999 and
1998;
- Consolidated Statements of Earnings for Years Ended
December 31, 1999, 1998 and 1997;
- Consolidated Statements of Equity for Years Ended December
31, 1999, 1998 and 1997;
- Consolidated Statements of Cash Flows for Years Ended
December 31, 1999, 1998 and 1997; and
- Notes to Consolidated Financial Statements.

(b) Exhibits.

The following exhibits are filed herewith:

1. Resolutions of the Board of Directors of The Equitable Life
Assurance Society of the United States ("Equitable") authorizing
the establishment of the Registrant, incorporated herein by
reference to exhibit(1) to Registration Statement No. 333-05593 on
June 10, 1996.

2. Not applicable.

3. (a) Form of Distribution Agreement dated as of January 1, 1998
among The Equitable Life Assurance Society of the United
States for itself and as depositor on behalf of certain
separate accounts and Equitable Distributors, Inc.,
incorporated herein by reference to Exhibit 3(b) to
Registration Statement no. 333-05593, filed May 1, 1998.

(b) Form of Sales Agreement among Equitable Distributors, Inc.,
as Distributor, a Broker-Dealer (to be named) and a General
Agent (to be named), incorporated herein by reference to
Exhibit 3(b) to Registration Statement No. 333-05593 filed
June 7, 1996.

C-1
<PAGE>

4. (a) Form of group annuity contract no. 1050-94IC, incorporated
herein by reference to Exhibit 4(a) to the Registration
Statement on Form N-4 (File No. 33-83750), filed February 27,
1998.

(b) Forms of group annuity certificate nos. 94ICA and 94ICB,
incorporated herein by reference to Exhibit 4(b) to the
Registration Statement on Form N-4 (File No. 33-83750), filed
February 27, 1998.

C-2
<PAGE>

(c) Forms of endorsement nos. 94ENIRAI, 94ENNQI and 94ENMVAI to
contract no. 1050-94IC and data pages nos. 94ICA/BIM and
94ICA/BMVA, incorporated herein by reference to Exhibit 4(c)
to the Registration Statement on Form N-4 (File No.
33-83750), filed February 27, 1998.

(d) Form of Guaranteed Minimum Income Benefit Endorsement to
Contract Form No. 10-50-94IC and the Certificates under the
Contract, incorporated herein by reference to Exhibit 4(h)
to the Registration Statement on Form N-4 (File No.
33-83750), filed April 23, 1996.

(e) Form of endorsement No. 98ENJONQI to Contract Form No.
1050-94IC and the Certificates under the Contract,
incorporated herein by reference to Exhibit 4(n) to
Registration Statement No. 333-05593 filed December 31, 1997.

(f) Form of endorsement No. 98Roth to Contract Form No. 1050-94IC
and the Certificates under the Contract, incorporated herein
by reference to Exhibit 4(o) to Registration Statement No.
333-05593 filed December 31, 1997.

(g) Form of Custodial Owned Roth IRA endorsement no. 98COROTH to
Contract No. 1050-94IC, incorporated herein by reference to
Exhibit 4(p) to Registration Statement No. 333-05593, filed
May 1, 1998.

(h) Form of data pages for Equitable Accumulator Express,
previously filed with this Registration Statement, File No.
333-79379, on May 26, 1999.

(i) Form of data pages for Equitable Accumulator Express TSA
variable annuity product, previously filed with this
Registration Statement, File No. 333-79379 on Form N-4
on December 28, 1999.

(j) Form of Endorsement applicable to TSA certificates,
incorporated by reference to Exhibit No. 4.(t) to
Registration Statement File No. 333-05593 on Form N-4, filed
on May 22, 1998.

(k) Form of Endorsement for Beneficiary Continuation Option Form
No. 2000 ENIRAI-IM, applicable to IRA certificates.

5. Form of Enrollment Form/Application for Equitable Accumulator
Express, previously filed with this Registration Statement, File
No. 333-79379, on May 26, 1999.

6. (a) Restated Charter of Equitable, as amended January 1, 1997,
incorporated herein by reference to Exhibit 6(a) to
Registration Statement No. 333-05593 filed March 6, 1997.

(b) By-Laws of Equitable, as amended November 21, 1996,
incorporated herein by reference to Exhibit 6(b) to
Registration Statement No. 333-05593 filed March 6, 1997.

7. Not applicable.

8. Form of Participation Agreement among EQ Advisors Trust,
Equitable, Equitable Distributors, Inc. and EQ Financial
Consultants, Inc., incorporated by reference to the Registration
Statement of EQ Advisors Trust on Form N-1A. (File Nos. 333-17217
and 811-07953), filed August 28, 1997.

9. Opinion and Consent of Mary Joan Hoene, Vice President and
Counsel of Equitable Life, as to the legality of the securities
being offered, dated July 29, 1999.

10. (a) Consent of PricewaterhouseCoopers LLP.

(b) Powers of Attorney.

11. Not applicable.

12. Not applicable.

13. (a) Formulae for Determining Money Market Fund Yield for a
Seven-Day Period, incorporated herein by reference to Exhibit
13(a) to Registration Statement No. 333-05593 filed
June 7, 1996.

C-3
<PAGE>

(b) Formulae for Determining Cumulative and Annualized Rates of
Return, incorporated herein by reference to Exhibit 13(b) to
Registration Statement No. 333-05593 filed June 7, 1996.

(c) Formulae for Determining Standardized Performance Value and
Annualized Average Performance Ratio incorporated herein by
reference to Exhibit 13(c) to Registration Statement No.
333-05593 filed June 7, 1996.

C-4
<PAGE>

Item 25: Directors and Officers of Equitable.

Set forth below is information regarding the directors and principal
officers of Equitable. Equitable's address is 1290 Avenue of Americas,
New York, New York 10104. The business address of the persons whose
names are preceded by an asterisk is that of Equitable.

POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------

DIRECTORS

Francoise Colloc'h Director
AXA
23, Avenue Matignon
75008 Paris, France

Henri de Castries Director
AXA
23, Avenue Matignon
75008 Paris, France

Joseph L. Dionne Director
198 North Wieton Rd.
New Canaan, Ct 06840

Denis Duverne Director
AXA
23, Avenue Matignon
75008 Paris, France

Jean-Rene Fourtou Director
Aventis
25 Quai Paul Doumer
92408 Courbevoie Cedex,
France

Norman C. Francis Director
Xavier University of Louisiana
7325 Palmetto Street
New Orleans, LA 70125

C-5
<PAGE>

POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------

Donald J. Greene Director
LeBouef, Lamb, Greene & MacRae
125 West 55th Street
New York, NY 10019-4513

John T. Hartley Director
Harris Corporation
1025 NASA Boulevard
Melbourne, FL 32919

John H.F. Haskell, Jr. Director
SBC Warburg Dillon Read LLC
299 Park Ave 40th Floor
New York, NY 10171

Mary R. (Nina) Henderson Director
Bestfoods
International Plaza
700 Sylvan Avenue
Englewood Cliffs, NJ 07632-9976

W. Edwin Jarmain Director
Jarmain Group Inc.
121 King Street West
Suite 2525
Toronto, Ontario M5H 3T9,
Canada

George T. Lowy Director
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019

C-6
<PAGE>

POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------

Didier Pineau-Valencienne Director
Credit Suisse First Boston
64, rue de Miromesmil
75008 Paris, France

George J. Sella, Jr. Director
P.O. Box 397
Newton, NJ 07860

Peter J. Tobin Director
St. John's University
8000 Utopia Parkway
Jamaica, NY 11439

Dave H. Williams Director
Alliance Capital Management Corporation
1345 Avenue of the Americas
New York, NY 10105

OFFICER-DIRECTORS
- -----------------

*Michael Hegarty President, Chief Operating
Officer and Director

*Edward D. Miller Chairman of the Board,
Chief Executive Officer
and Director

*Stanley B. Tulin Vice Chairman of the Board,
Chief Financial Officer and Director

OTHER OFFICERS
- --------------

*Leon Billis Executive Vice President
and Chief Information Officer

*Derry Bishop Executive Vice President and
Chief Agency Officer

*Harvey Blitz Senior Vice President

*Robert T. Brockbank Executive Vice President and
AXA Group Deputy Chief
Information Officer

*Kevin R. Byrne Senior Vice President and Treasurer

*John A. Caroselli Executive Vice President

*Selig Ehrlich Senior Vice President and
Chief Actuary

*Alvin H. Fenichel Senior Vice President and
Controller

C-7
<PAGE>

POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------

*Paul J. Flora Senior Vice President and Auditor

*Robert E. Garber Executive Vice President and
Chief Legal Officer

*James D. Goodwin Vice President

*Edward J. Hayes Senior Vice President

*Craig Junkins Senior Vice President

*Donald R. Kaplan Senior Vice President and Chief
Compliance Officer and Associate
General Counsel

*Michael S. Martin Executive Vice President and Chief
Marketing Officer

*Richard J. Matteis Executive Vice President

*Peter D. Noris Executive Vice President and Chief
Investment Officer

*Brian S. O'Neil Executive Vice President

*Anthony C. Pasquale Senior Vice President

*Pauline Sherman Senior Vice President, Secretary
and Associate General Counsel

*Samuel B. Shlesinger Senior Vice President

*Richard V. Silver Senior Vice President and
General Counsel

*Jose Suquet Senior Executive Vice President and
Chief Distribution Officer

*Naomi J. Weinstein Vice President

*Gregory Wilcox Executive Vice President

*R. Lee Wilson Executive Vice President

*Maureen K. Wolfson Vice President

C-8

<PAGE>

Item 26. Persons Controlled by or Under Common Control with the Insurance
Company or Registrant.

Separate Account No. 49 of The Equitable Life Assurance Society of the
United States (the "Separate Account") is a separate account of Equitable.
Equitable, a New York stock life insurance company, is a wholly owned
subsidiary of AXA Financial, Inc. (the "Holding Company"), a publicly traded
company.

The largest stockholder of the Holding Company is AXA which as of
December 31, 1999 beneficially owned 58.0% of the Holding Company's outstanding
common stock. AXA is able to exercise significant influence over the
operations and capital structure of the Holding Company and its subsidiaries,
including Equitable. AXA, a French company, is the holding company for an
international group of insurance and related financial services companies.

C-9
<PAGE>

ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

AXA Financial, Inc. (formerly the Equitable Companies, Incorporated) (1991)
(Delaware)

Donaldson Lufkin & Jenrette, Inc. (1933) (Delaware) (38.31%)
(See Addendum B(1) for subsidiaries)

AXA Client Solutions, LLC (1999) (Delaware)

AXA Distribution Holding Corporation (1999) (Delaware)

AXA Advisors, LLC (formerly EQ Financial Consultants, Inc. (1971)
Delaware)(a)(b)

The Equitable Life Assurance Society of the United States (1989)
(New York)(a)(b)

The Equitable of Colorado, Inc. (l983) (Colorado)

EVLICO East Ridge, Inc. (1995) (California)

GP/EQ Southwest, Inc. (1995) (Texas)

Franconom, Inc. (1985) (Pennsylvania) (50.00%)

Frontier Trust Company (1987) (North Dakota)

Gateway Center Buildings, Garage, and Apartment Hotel, Inc.
(inactive) (pre-l970) (Pennsylvania)

Equitable Deal Flow Fund, L.P.

Equitable Managed Assets (Delaware)

Real Estate Partnership Equities (various)

EREIM LP Associates (99%)

EML Associates, L.P. (19.8%)

Alliance Capital Management L.P. (2.7% limited partnership
interest)

ACMC, Inc. (1991) (Delaware)(s) (Note 5)

Alliance Capital Management L.P. (1988) (Delaware)
(38.6% limited partnership interest)

EVSA, Inc. (1992) (Pennsylvania)

Prime Property Funding, Inc. (1993) (Delaware)

Wil Gro, Inc. (1992) (Pennsylvania)

Equitable Underwriting and Sales Agency (Bahamas) Limited (1993)
(Bahamas)

(a) Registered Broker/Dealer (b) Registered Investment Advisor

i
<PAGE>

AXA Financial, Inc. (cont.)
Donaldson Lufkin & Jenrette, Inc. (cont.)
AXA Client Solutions, LLC (cont.)
AXA Distribution Holding Corp. (cont.)
Equitable Life Assurance Society of the United States (cont.)

Fox Run, Inc. (1994) (Massachusetts)

STCS, Inc. (1992) (Delaware)

CCMI Corporation (1994) (Maryland)

HVM Corporation (199 ) (Maryland)

EVSA Incorporated ( ) (Delaware)

FTM Corporation (1994) (Maryland)

Equitable BJVS, Inc. (1992) (California)

Equitable Rowes Wharf, Inc. (1995) (Massachusetts)

ELAS Realty, Inc. (1996) (Delaware)

ELAS Realty, Inc. (Georgia)

Equitable Structured Settlement Corporation (1996) (Delaware)

Prime Property Funding II, Inc. (1997) (Delaware)

Sarasota Prime Hotels, Inc. (1997) (Florida)

ECLL, Inc. (1997) (Michigan)

Equitable Holdings LLC (1997) (New York) (into which Equitable
Holding Corporation was merged in 1997)

ELAS Securities Acquisition Corp. (l980) (Delaware)

100 Federal Street Realty Corporation ( ) (Massachusetts)

100 Federal Street Funding Corporation (Massachusetts)

EquiSource of New York, Inc. (1986) (New York) (See
Addendum A for subsidiaries)

Equitable Casualty Insurance Company (l986) (Vermont)

EREIM LP Corp. (1986) (Delaware)

EREIM LP Associates (L.P.) (1%)

EML Associates (L.P.) (.02%)

(a) Registered Broker/Dealer (b) Registered Investment Advisor

ii
<PAGE>

AXA Financial, Inc. (cont.)
Donaldson Lufkin & Jenrette, Inc. (cont.)
AXA Client Solutions, LLC (cont.)
AXA Distribution Holding Corp. (cont.)
The Equitable Life Assurance Society of the United States (cont.)

Equitable Holdings, LLC (cont.)

Equitable JVS, Inc. (1988) (Delaware)

Astor/Broadway Acquisition Corp. (1990) (New York)

Astor Times Square Corp. (1990) (New York)

PC Landmark, Inc. (1990) (Texas)

Equitable JVS II, Inc. (1994) (Maryland)

EJSVS, Inc. (1995) (New Jersey)

Donaldson, Lufkin & Jenrette, Inc. (1985 by EIC; 1993 by EQ and
EHC) (Delaware) (31.47%) (See Addendum B(1) for
subsidiaries)

JMR Realty Services, Inc. (1994) (Delaware)

Equitable Investment Corporation (l97l) (New York)

Stelas North Carolina Limited Partnership (50% limited
partnership interest) (l984)

Equitable JV Holding Corporation (1989) (Delaware)

Alliance Capital Management Corporation (l991) (Delaware) (b)
(See Addendum B(2) for subsidiaries)

Equitable Capital Management Corporation (l985)
(Delaware) (b)
Equitable Capital Private Income and Equity
Partnership II, L.P. (Delaware)

EQ Services, Inc. (1992) (Delaware)

EREIM Managers Corp. (1986) (Delaware)

ML/EQ Real Estate Portfolio, L.P. (Delaware)

EML Associates, L.P. (New York)

(a) Registered Broker/Dealer (b) Registered Investment
Advisor

iii
<PAGE>

ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

ADDENDUM A - SUBSIDIARY
OF EQUITABLE HOLDINGS, LLC
HAVING MORE THAN FIVE SUBSIDIARIES

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

EquiSource of New York, Inc. (formerly Traditional Equinet Business Corporation
of New York) has the following subsidiaries that are brokerage companies to
make available to Equitable Agents within each state traditional (non-equity)
products and services not manufactured by Equitable:

EquiSource of Alabama, Inc. (1986) (Alabama)
EquiSource of Arizona, Inc. (1986) (Arizona)
EquiSource of Arkansas, Inc. (1987) (Arkansas)
EquiSource Insurance Agency of California, Inc. (1987) (California)
EquiSource of Colorado, Inc. (1986) (Colorado)
EquiSource of Delaware, Inc. (1986) (Delaware)
EquiSource of Hawaii, Inc. (1987) (Hawaii)
EquiSource of Maine, Inc. (1987) (Maine)
EquiSource Insurance Agency of Massachusetts, Inc. (1988)
(Massachusetts)
EquiSource of Montana, Inc. (1986) (Montana)
EquiSource of Nevada, Inc. (1986) (Nevada)
EquiSource of New Mexico, Inc. (1987) (New Mexico)
EquiSource of Pennsylvania, Inc. (1986) (Pennsylvania)

EquiSource of Puerto Rico, Inc. (1997) (Puerto Rico)

EquiSource Insurance Agency of Utah, Inc. (1986) (Utah)
EquiSource of Washington, Inc. (1987) (Washington)
EquiSource of Wyoming, Inc. (1986) (Wyoming)

iv
<PAGE>

ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
ADDENDUM B - INVESTMENT SUBSIDIARIES
HAVING MORE THAN FIVE SUBSIDIARIES

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

Donaldson, Lufkin & Jenrette, Inc. has the following subsidiaries, and
approximately 150 other subsidiaries, most of which are special
purpose\subsidiaries (the number fluctuates according to business needs):

Donaldson, Lufkin & Jenrette, Securities Corporation (1985)
(Delaware) (a) (b)
Wood, Struthers & Winthrop Management Corp. (1985)
(Delaware) (b)
Autranet, Inc. (1985) (Delaware) (a)
DLJ Real Estate, Inc.
DLJ Capital Corporation (b)
DLJ Mortgage Capital, Inc. (1988) (Delaware)

Alliance Capital Management Corporation (as general partner) (b) has the
following subsidiaries:

Alliance Capital Management L.P. (1988) (Delaware) (b)
Albion Alliance LLC (Delaware) (37.6%)
Cursitor Alliance LLC (Delaware) (93%)
Cursitor Alliance Holdings Ltd. (U.K.)
Draycott Partners, Ltd (MA)
Cursitor Alliance Services Ltd. (U.K.)
Cursitor Management Co. S.A. (Lux.)
Alliance Asset Allocation Ltd. (U.K.)
Cursitor Eaton Asset Allocation Management Co. (NY) (50%)
Alliance Cecogest S.A. (France) (75%)
Cursitor Courtage SARL (France)
Cursitor Gestion S.A. (France)
Alliance Capital Management Corporation of Delaware (Delaware) (100%)
Alliance Fund Services, Inc. (Delaware) (a)
Alliance Fund Distributors, Inc. (Delaware) (a)
Alliance Capital Oceanic Corp. (Delaware)
Alliance Capital Management (Brazil) Ltd. (Brazil) (99%)
Alliance Capital Management Australia Limited (Australia)
Meiji - Alliance Capital Corp. (Delaware) (50%)
Alliance Capital (Luxembourg) S.A. (Lux.) (99%)
Alliance Barra Research Institute, Inc. (Delaware)
Alliance Capital Management Canada, Inc. (Delaware)
Alliance Capital Global Derivatives Corp. (Delaware)
ACM Fund Services, S.A. (Lux.) (99%)
ACM Fund Services (Espana) S.L. (Spain)
Alliance Capital Management (Singapore) Ltd. (Singapore)
ACM CIIC Investment Management Ltd. (Cayman Islands) (54%)
ACM Software Services Ltd. (Delaware)
East Fund Managementberatung GmbH. (Australia) (51%)
Albion Alliance EFM (Czech) (49%)
East Fund Management (Cyprus) Ltd. (Cyprus) (99%)
EFM Consultanta Financiara Bucuresti SRL (Romania)
Alliance Capital (Mauritius) Private Ltd. (Mauritius)
Alliance Capital Asset Management (India) Private Ltd.
(India) (75%)
ACSYS Software India Private Ltd. (India) (51%)
ACAM Trust Company Private Ltd. (India)
Alliance Eastern Europe, Inc. (Delaware)
Alliance Capital Management (Asia) Ltd. (Delware)
Alliance Capital Management (Turkey) Ltd. (Turkey)
Alliance Capital Mangement (Japan) Inc. 1261 (Delaware)
Alliance Capital Invest Tr. Mgmt. K.K. (Japan)
Alliance Capital Limited (U.K)
Alliance Capital Services Ltd. (U.K.)
Dimentional Trust Management Ltd. (U.K)
Alliance Corporate Finance Group Inc. (Delaware)
BCN Alliance Capital Management SA (Brazil) (50%)
Przymierze Trust Fund Co. (Poland) (49%)
Alliance SBS-AGRO Captial Management Co. (Russia) (49%)
Pekao/Alliance PTE S.A. (Poland) (49%)
Whittingdale Holdings Ltd. (U.K.)
Alliance Capital Whittingdale Ltd. (U.K)
ACM Investments Ltd. (U.K.)
Whittingdale Nominees Ltd. (U.K.)
Hanwha Investment Trust Mgmt. Co., Ltd. (South Korea) (20%)
New Alliance Asset Mangement (Asia) Ltd. (H.K.) (50%)
ACM New-Alliance (Luxemborg) S.A. (Lux.)
Alliance Odyssey Capital Mgmt. (Porprietary) Ltd. (South Africa) (80%)
Alliance-MBCA Capital (Private) Ltd. (Zimbabwe) (50%)
Alliance Odyssey Capital Mgmt. (Nambia) (Proprietary) Ltd. (Nambia)

(a) Registered Broker/Dealer (b) Registered Investment Advisor

v
<PAGE>

AXA GROUP CHART

The information listed below is dated as of January 1, 2000; percentages
shown represent voting power. The name of the owner is noted when AXA
indirectly controls the company.

AXA INSURANCE AND REINSURANCE

COMPANY COUNTRY VOTING POWER
- ------- ------- ------------

AXA Assurances IARD France 100% by AXA France Assurance

AXA Assurances Vie France 6.48% by AXA Assurances IARD,
82.40% by AXA France Assurance
and 11.13% by AXA Collectives

AXA Courtage IARD France 99.77% by AXA France Assurance

AXA Conseil Vie France 100% by AXA France Assurance

AXA Conseil IARD France 100% by AXA France Assurance

Direct Assurances Vie France 100% by AXA Direct

Juridica France 7.81% by AXA Assurance IARD,
89.27% by AXA France Assurance
1.44% by AXA Courtage IARD

AXA Assistance France 100% by AXA

AXA Collectives France 94.47% by AXA France Assurance,
3.69% by AXA Assurances IARD
and 1.25% by AXA Courtage IARD

NSM Vie France 40.64% by AXA France Assurance

AXA Global Risks France 98.49% by AXA France
Assurance

Argovie France 94.03% by AXA Collectives

S.P.S. Re France 69.03% by AXA Reassurance

<PAGE>

COMPANY COUNTRY VOTING POWER
- ------- ------- ------------

Direct Assurance France 100% by AXA Direct

Natio Assurances France 50% by AXA Assurances IARD

AXA Assistance France 100% by AXA

AXA Reassurance France 86.33% by AXA, 8.25% by AXA
Assurances IARD, 5.07% by
AXA Global Risks, 0.13% by
AXA France Assurances and
0.02% by AXA Collectives

AXA Re Finance France 79% owned by AXA Reassurance

AXA Cessions France 100% by AXA

UAB Belgium 100% by AXA Holdings Belgium

Ardenne Prevoyante Belgium 99.99% by AXA Holdings Belgium
and 0.01% by AXA Royale Belge

Assurance Courtraisienne Belgium 100% by AXA Holdings Belgium

AXA Royale Belge Belgium 99.57% by AXA Holdings Belgium
and 0.43% by UAB

Assurances de la Poste Belgium 50% by AXA Holdings Belgium

Assurances de la Poste Vie Belgium 50% by AXA Holdings Belgium

C.G.R.M. Monte Carlo France 99.99% by AXA Reassurance

AXA Assurance Vie Luxembourg Luxembourg 100% by AXA Luxembourg S.A.

Paneurore Luxembourg 5% by AXA Portugal Companhia de
Seguros, 20% by AXA Colonia
Versicherungs, 5% by AXA
Assicurazioni, 10% by Aurora
Iberica SA de Seguros y Reas,
20% by AXA Insurance IK,
20% by Royale Belge
Investissement and
20% by Saint George Re

Crealux Luxembourg 100% by AXA Holdings Belgium

Futur Re Luxembourg 100% by AXA Global Risks

AXA Assurances Luxembourg Luxembourg 100% by AXA Luxembourg SA

Hilo Direct Seguros y Reaseguros Spain 71.43% by AXA Aurora

Ayuda Legal SA de Seguros y Spain 88% by AXA Aurora Iberica SA de
Reaseguros Seguros y Reaseguros and 12% by
AXA Seguros de Seguros
Reaseguros

Aurora Iberica SA de Spain 99.82% by AXA Aurora
Seguros y Reaseguros

AXA Seguros de Seguros y Spain 1.45% by AXA and 97.06% by
Reasegiros Aurora Iberica SA de Seguros y
Reas

Eurovita Italy 30% owned by AXA Assicurazioni

UAP Vita Italy 62.21% by AXA, 18.70% by AXA
Conseil Vie, and 19.08% by AXA
Collectives

AXA Interlife Italy 100% by AXA

AXA Assicurazioni Italy 84.10% by AXA, 11.70% by
Grupo UAP Italiana, 2.11% by
AXA Conseil Vie and 2.07%%
by AXA Collectives

AXA Equity & Law Plc U.K. 100% by AXA Sun Life
Assurance Society

AXA Global Risks (U.K) Ltd U.K. 100% by AXA Global Risks
(France)

English & Scottish U.K. 100% by AXA UK

AXA UK U.K. 100% by AXA

AXA Sun Life U.K. 100% by Sun Life and Provincial
Holdings Plc

AXA UK Holding Ltd. U.K. 100% by AXA Reassurance

Guardian Insurance Ltd. U.K. 100% by Guardian Royal Exchange
Plc

GREA Assurance U.K. 100% by Guardian Royal
Exchange Plc

PPP Group Plc. U.K. 100% by Guardian Royal
Exchange Plc

PPP Healthcare Ltd. U.K. 100% by Guardian Royal
Exchange Plc

PPP Lifetimecare U.K. 100% by Guardian Royal
Exchange Plc

AXA Insurance UK U.K. 100% by Guardian Royal
Exxchange Plc

AXA Reinsurance UK Plc. U.K. 100% by AXA UK Holding Ltd.

AXA Sun Life Holdings Plc. U.K. 100% by SLPH

AXA Nederland BV The Nether- 51.31% AXA Royal Belge, 38.94%
lands by Gelderland and 4.11% by
AXA Holdings Belgium

AXA Schade The Nether- 100% by AXA Verzekeringen
lands

AXA Zorg NV The Nether- 100% by UAP Verzekeringen
lands

Vinci BV The Nether- 100% by AXA
lands

AXA Leven NV The Nether- 100% by AXA Verzekeringen
lands

UAP Niew Rotterdam Beheer The Nether- 100% by AXA Nederland BV
lands

AXA Zorg NV The Nether- 100% by AXA Verzekeringen
lands

AXA Portugal Companhia de Portugal 9.63% by AXA Global Risk, 2.28%
Serguros by AXA Portugal Seguros
Vida, 5.71% by AXA Conseil Vie
and 81.93% by AXA
Participations

AXA Portugal Seguros Vida Portugal 87.63% by AXA Conseil Vie and
7.46% by AXA Participations

AXA Compagnie d' Assurances Switzerland 99.95% AXA Participations

AXA Compagnie d' Assurances Switzerland 94.99% by AXA Participations
sur la Vie and 5.01% by AXA Compagnie
d'Assurance.

AXA Al Amane Assurances Morocco 99.99% by AXA Ona

Epargne Croissance Morocco 99.59% by AXA Al Amane
Assurances

Compagnie Africaine Morocco 100% by AXA Al Almane
d'Assurance Assurances

AXA Canada Canada 100% by AXA

AXA Canada ADP Canada 100% by AXA Canada

AXA Colonia Krankenversicherung Germany 51% by AXA Colonia Konzern AG
and 48.36% by AXA Colonia Leben

Colonia Nordstern Versicherungs Germany 100% by AXA Colonia Konzern AG

Sicher Direct Germany 50% by AXA Colonia Konzern AG
and 50% by AXA Direct

Albingia Versicherung Germany 98.98% by GRE Continental
Europe Holding Gmbh

Albingia Lebenversicherung Germany 100% by Albingia Versicherung

AXA Colonia Leben Germany 50% by AXA Colonia Konzern AG
and 50% by AXA Colonia
Versicherung

AXA Colonia Versicherung Germany 100% by AXA Colonia Konzern AG

AXA Norstern Art Germany 100% by AXA Colonia Konzern AG

Tellit Vie Germany 100% by AXA-Colonia Konzern
AG

National Mutual Financial Australia 100% by National Mutual
Services Holdings

AXA Oyak Hayat Sigorta Turkey 100% by AXA Oyak Holding AS

AXA Oyak Sigorta Turkey 0.70% by AXA Oyak Hayat
Sigorta and 70.32% by AXA
Oyak Holding AS

AXA Minmerals Assurance Co. Ltd. China 51% by AXA China

vii

<PAGE>

COMPANY COUNTRY VOTING POWER
- ------- ------- ------------

AXA Non Life Insurance Co. Ltd. Japan 100% by AXA Direct

AXA Life Insurance Japan 100% by AXA

Dongbu AXA Life South Korea 100% by AXA

AXA Insurance Investment Singapore 100% by AXA
Holdings

AXA Insurance Singapore Singapore 100% by AXA Insurance
Investment Holding

AXA Life Singapore Singapore 100% by National Mutual
International

GRE Singapore Branch Singapore 100% by AXA

AXA Life Hong Kong Singapore 100% by AXA

AXA Insurance Hong Kong Hong Kong 82.5% by AXA Insurance
Investment Holdings Pte Ltd
and 17.5% by AXA

National Mutual Asia Ltd. Hong Kong 53.8% by National Mutual
Holdings, Ltd and 20% by Detura

AXA China Region Ltd. Hong Kong 73.55% by National Mutual
Holdings

Guardian Insurance Ltd. Hong Kong 100% by AXA
Hong Kong

The Equitable Life Assurance U.S.A. 100% by AXA Financial Inc.
Society of the United States
(ELAS)

AXA Reinsurance U.S.A. 100% by AXA America

AXA America U.S.A. 100% by AXA Reassurance

AXA Global Risks US U.S.A. 96.39% by AXA Global Risks and
3.61% by Colonia Nordstern
Versicherungs AG

AXA Re Life Insurance Company U.S.A. 100% by AXA America

National Mutual Holdings Australia 42.1% by AXA and 8.9% by
AXA Equity & Law Life
Assurance Society

National Mutual International Australia 100% by National Mutual
Holdings Ltd

Australian Casualty Insurance Australia 100% by National Mutual
Property Ltd Holdings

National Mutual Health Australia 100% by National Mutual
Insurance Pty Ltd Holdings Ltd

Guardian Dublin Docks Ireland 100% by Guardian PMPA Group
Ltd.

Guardian PMPA Group Ltd. Ireland 100 by Guardian Royal
Exchange Plc

Detura Hong Kong 75% by National Mutual Holdings

AXA Insurance Singapore Singapore 100% by AXA Insurance
Investment Holdings

AXA Reinsurance Asia Singapore 100% by AXA Reassurance

viii

<PAGE>

COMPANY COUNTRY VOTING POWER
- ------- ------- ------------

AXA Reinsurance U.K. Plc. U.K. 100% owned by AXA U.K.
Holding Ltd.

Nordstern Colonia Versicherung Austria 89.95% by AXA Colonia
Versicherungs
and 10.05% by Colonia Leben

<PAGE>

FINANCIAL SERVICES AND REAL ESTATE

COMPANY COUNTRY VOTING POWER
- ------- ------- ------------

Compagnie Financiere de Paris France 96.89% by AXa 0.27% by AXA
(C.F.P.) Assurance IARD and 0.01% by
Societe Beaujon

AXA Banque France 98.7% by Compagnie
Financiere de Paris

AXA Credit France 65% by Compagnie
Financiere de Paris

Sofapi France 100% by Compagnie
Financiere de Paris

Holding Soffim France 100% by Compagnie
Financiere de Paris

Sofinad France 100% by Compagnie
Financiere de Paris

Banque des Tuileries France 100% by Compagnie
Financiere de Paris

Banque de Marches et d'Arbitrage France 19.51% by AXA and 8.2% by AXA
Courtage IARD

AXA Investment Managers France 5.28% by AXA Royale Belge,
56.48 BY AXA, 1.02% by AXA
Reassurance, 19.46% by AXA
Assurance IARD, 5.12% by AXA
Colonia Konzern and 0.25% By
Direct Assurances, 2.63% by
AXA Leven NV, 5.10% by National
Fund Management, 2.03% by AXA
Courtege IARD

Banque Worms France 1.91% by AXA France Assurance,
5.32% by AXA Collectives, 6.30%
by AXA Courtage IARD, 3.06% by
AXA Conseil Vie, 10.72% by AXA
Assurances IARD, 21.63% by AXA
Assurance Vie, 49.56% by
Compagnie Financiere de Paris

Investment Managers Paris France 100% by AXA Investment Managers

Transaxim France 100% by Compagnie Financiere
de Participations

AXA Millesimes 10.10% by AXA Reassurance,
11.95% by AXA Reassurance,
7.26% by Societe Beaujon,
6.87% by Jour Finance

AXA Colonia Asset Management Germany 51% by AXA Investment
Managers and 49% by AXA
Colonia Konzern AG

AXA Colonia KAG Germany 51% by AXA Investment
Managers and 26.50% by AXA
Colonia Konzern AG

AXA Colonia Bausparkasse AG Germany 66.67% by AXA Colonia
Konzern AG and 32.99% by
AXA Colonia Leben

Banque IPPA Belgium 100% by AXA Holdings Belgium

Royal Belge Investissement Belgium 100% by AXA Royale Belge

AXA IM Bruxelles Belgium 100% by AXA Investment
Managers

AXA Banque Belgium Belgium 100% by AXA Holdings Belgium

Royale Belge Investissement Belgium 100% by AXA Royale Belge

Sun Life Asset Management U.K. 66.67% by Sun Life and
Provincial Holdings Plc and
33.33% by AXA Asset Management
Ltd.

<PAGE>

COMPANY COUNTRY VOTING POWER
- ------- ------- ------------

Alliance Capital Management Corp. U.S.A. 100% held by The Equitable
Life Assurance Society

Donaldson Lufkin & Jenrette U.S.A. 0.13% by AXA, 31.44% by
the ELAS, 38.27% by AXA
Financial Inc. and 1.31%
by AXA Participations Belgium

AXA IM Holdings Inc. U.S.A. 100% by AXA Investment
Managers

AXA IM Rose U.S.A. 90% by AXA Investment
Managers and 10% by AXA IM
Holdings Inc.

AXA Rosenberg LLC U.S.A. 50% by AXA IM Rose

National Mutual Funds Australia 100% owned by National
Management Mutual Holdings

AXA Investment Managers Japan 100% by AXA Investment
Tokyo Managers

AXA Investment Managers The Nether- 100% by AXA Investment
Den Haag lands Managers

AXA IM HK SAR Hong Kong 100% by AXA Investment
Managers

AXA Investment Managers Hong Kong 100% by AXA Investment
Hong Kong Managers

<PAGE>

COMPANY COUNTRY VOTING POWER
- ------- ------- ------------

S.G.C.I. France 100% by AXA

Compagnie Parisienne de France 100% by Sofinad
Participations (C.P.P.)

Monte Scopeto France 99.99% by Compagnie
Parisienne de Participations

Colisee Jeuneurs France 99.82% by Colisee Suresnes and
0.17% by Compagnie Parislenne
de Participation

Colisee Delcasse France 99.98% by Colisee Suresnes

Colisee Victoire France 99.74% by S.G.C.I.

Colisee Suresnes France 21.19% by AXA Assurance IARD,
0.92% by Societe Beaujon,
51.07% by Compagnie Financiere
de Paris, 20.63% by Jour
Finance and 2.53% by AXA
Courtage IARD

Colisee 21 Matignon France 99.44% by S.G.C.I. and 0.55% by
AXA

xii

<PAGE>

COMPANY COUNTRY VOTING POWER
- ------- ------- ------------

Colisee Saint Georges SA France 100% by SGCI

xiii

<PAGE>

HOLDINGS AND MISCELLANEOUS BUSINESS

COMPANY COUNTRY VOTING POWER
- ------- ------- ------------

AXA Direct France 100% by AXA

Societe Beaujon France 100% by AXA

Lor Finance France 99.87% by AXA

Jour Finance France 60.47% by AXA Conseil Vie,
39.53% by AXA Assurance IARD

Financiere 45 France 100% by AXA

Mofipar France 99.92% by AXA

AXA Participations France 53.15% by AXA, 21.90% by AXA
Global Risks and 24.95% by AXA
Courtage IARD

Colisee Excellence France 100% by Financiere Mermoz

Financiere Mermoz France 100% by AXA

AXA France Assurance France 100% by AXA

AXA China France 49% by AXA Region Limited
and 51% by AXA

AXA Participations Belgium Belgium 17.65% by AXA Global Risks,
75% by AXA, 1.82% by AXA
Conseil IARD and 5.53% by AXA
Courtage IARD

Finaxa Belgium Belgium 99.99% by AXA

AXA Holdings Belgium Belgium 43.75% by AXA, 3.02% by AXA
Global Risks, 49.10% by AXA
Participations Belgium and
4.11% by Vinci BV

GRE Continental Europe Germany 100% by AXA Cononia Konzern AG
Holding Gmbh

AXA-Colonia Konzern AG Germany 39.73% by Vinci BV, 25.63% by
Kolnische Verwaltungs and
21.62% by AXA

Kolnische Verwaltungs Germany 67.72% by Vinci BV, 22.99% by
AXA Colonia Konzern AG and
8.83% by AXA

AXA Luxembourg SA Luxembourg 100% by AXA Holdings Belgium

AXA Ona Morocco 51% by AXA Participations

Gelderland The Nether- 100% by AXA Holdings Belgium
lands

AXA Oyak Holdings AS Turkey 50% by AXA

AXA Financial Inc. U.S.A. 4.12% by AXA Equity & Law
Life Assurance Society, 43.01
by AXA, 2.97% by AXA
Reassurance, 0.03% by AXA
America, 0.44% by Societe
Beaujon, 3.21% by Fianciere 45
and 6.46% by LOR Finance

AXA Aurora Spain 30% owned by AXA and 40% by
AXA Participations

AXA Equity & Law Plc U.K. 99.94 by AXA Life

Sun Life and Provincial U.K. 34.52% by AXA and 21.81% by
Holdings (SLPH) AXA Equity & Law Plc

xiv

<PAGE>

ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

NOTES
-----

1. The year of formation or acquisition and state or country of incorporation
of each affiliate is shown.

2. The chart omits certain relatively inactive special purpose real estate
subsidiaries, partnerships, and joint ventures formed to operate or
develop a single real estate property or a group of related properties,
and certain inactive name-holding corporations.

3. All ownership interests on the chart are 100% common stock ownership
except: (a) AXA Financial, Inc.'s 38.6% interest in Donaldson, Lufkin &
Jenrette, Inc., and Equitable Holdings, LLC's 31.7% interest in same; (b)
as noted for certain partnership interests; (c) Equitable Life's ACMC,
Inc.'s and Equitable Capital Management Corporation's limited partnership
interests in Alliance Capital Management L.P.; and (d) as noted for certain
subsidiaries of Alliance Capital Management Corp. of Delaware, Inc.

4. The following entities are not included in this chart because, while they
have an affiliation with The Equitable, their relationship is not the
ongoing equity-based form of control and ownership that is characteristic
of the affiliations on the chart, and, in the case of the first entity, it
is under the direction of at least a majority of "outside" trustees:

EQ Advisors Trust
Separate Accounts

5. This chart was last revised on January 1, 2000.

<PAGE>

Item 27. Number of Contractowners

Currently, there are 32 holders of the contracts offered by the
Registrant under this registration statement.

Item 28. Indemnification
---------------

(a) Indemnification of Officers and Directors
-----------------------------------------
The by-laws of the Equitable Life Assurance Society of the United
States ("Equitable Life") provide, in Article VII, as follows:

7.4 Indemnification of Directors, Officers and Employees. (a) To
the extent permitted by the law of the State of New York and
subject to all applicable requirements thereof:

(i) Any person made or threatened to be made a party to any action
or proceeding, whether civil or criminal, by reason of the
fact that he or she, or his or her testator or intestate is or
was a director, officer or employee of the Company shall be
indemnified by the Company;

(ii) Any person made or threatened to be made a party to any action
or proceeding, whether civil or criminal, by reason of the
fact that he or she, or his or her testator or intestate
serves or served any other organization in any capacity at the
request of the Company may be indemnified by the Company; and

(iii) the related expenses of any such person in any of said
categories may be advanced by the Company.

(b) To the extent permitted by the law of the State of New
York, the Company may provide for further indemnification
or advancement of expenses by resolution of shareholders
of the Company or the Board of Directors, by amendment of
these By-Laws, or by agreement. (Business Corporation Law
ss.ss.721-726: Insurance Law ss.1216.

The directors and officers of Equitable Life are insured under
policies issued by Lloyd's of London, X.L. Insurance Company and ACE Insurance
Company. The annual limit on such policies is $100 million, and the policies
insure the officers and directors against certain liabilities arising out of
their conduct in such capacities.

(b) Indemnification of Principal Underwriter
----------------------------------------
To the extent permitted by law of the State of New York and subject
to all applicable requirements thereof, Equitable Distributors, Inc. has
undertaken to indemnify each of its directors and officers who is made or
threatened to be made a party to any action or proceeding, whether civil or
criminal, by reason of the fact the director or officer, or his or her
testator or intestate, is or was a director or officer of Equitable
Distributors, Inc.

Insofar as indemnification for liability arising under the
Securities Act of 1933 ("Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.

Item 29. Principal Underwriters

(a) Equitable Distributors, Inc., an indirect wholly owned subsidiary
of Equitable, is the principal underwriter for Separate Account No. 49. The
principal business address of Equitable Distributors, Inc. is 1290 Avenue of
the Americas, New York, NY 10104.

(b) Set forth below is certain information regarding the directors and
principal officers of Equitable Distributors, Inc. The business address of the
persons whose names are preceded by an asterisk is that of Equitable
Distributors, Inc.

C-10
<PAGE>

NAME AND PRINCIPAL POSITIONS AND OFFICES WITH UNDERWRITER
BUSINESS ADDRESS (EQUITABLE DISTRIBUTORS, INC.)
- ---------------- ----------------------

*Jose S. Suquet Chairman of the Board and Director

James A. Shepherdson, III Co-Chief Executive Officer, Co-President,
660 Newport Center Drive Managing Director, and Director
Suite 1200
Newport Beach, CA 92660

Greg Brakovich Co-Chief Executive Officer, Co-President,
660 Newport Center Drive Managing Director, and Director
Suite 1200
Newport Beach, CA 92660

Edward J. Hayes Director
200 Plaza Drive
Secaucus, NJ 07096-1583

*Charles Wilder Director

*Michael Dibbert President, Financial Institution Channel

*Alex MacGillwray President, Broker-Dealer Channel

*Patrick Muler President, Wirehouse Channel

*Van Rubiano President, Life Insurance Division

Hunter Allen Senior Vice President
660 Newport Center Drive
Suite 1200
Newport Beach, CA 92660

Elizabeth Forget Senior Vice President
660 Newport Center Drive
Suite 1200
Newport Beach, CA 92660

Al Haworth Senior Vice President
660 Newport Center Drive
Suite 1200
Newport Beach, CA 92660

Stuart Hutchins Senior Vice President
660 Newport Center Drive
Suite 1200
Newport Beach, CA 92660

Ken Jaffe Senior Vice President
660 Newport Center Drive
Suite 1200
Newport Beach, CA 92660

Michael McDaniel Senior Vice President
660 Newport Center Drive
Suite 1200
Newport Beach, CA 92660

*Patrick O'Shea Vice President and Chief
Financial Officer

*Norman J. Abrams Vice President and Counsel

Debora Buffington Vice President and Chief Compliance
660 Newport Center Drive Officer
Newport Beach, CA 92660

*Ronald R. Quist Vice President and Treasurer

*Linda Galasso Vice President and Secretary

*Francesca Divone Assistant Secretary

(c) The information under "Distribution of the Contracts" in the
Prospectus forming a part of this Registration Statement is incorporated
herein by reference.

C-11

<PAGE>

Item 30.

The records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 to 31a-3 thereunder are
maintained by Equitable at 1290 Avenue of the Americas, New York, New York
10104, 135 West 50th Street, New York, NY 10020, and 200 Plaza Drive, Secaucus,
NJ 07096. The contract files will be kept at Vantage Computer System, Inc., 301
W. 11th Street, Kansas City, Mo. 64105.

Item 31. Management Services

Not applicable.

Item 32. Undertakings

The Registrant hereby undertakes:

(a) to file a post-effective amendment to this registration statement
as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more
than 16 months old for so long as payments under the variable
annuity contracts may be accepted;

(b) to include either (1) as part of any application to purchase a
contract offered by the prospectus, a space that an applicant can
check to request a Statement of Additional Information, or (2) a
postcard or similar written communication affixed to or included
in the prospectus that the applicant can remove to send for a
Statement of Additional Information;

(c) to deliver any Statement of Additional Information and any
financial statements required to be made available under this
Form promptly upon written or oral request.

Equitable represents that the fees and charges deducted under the Certificates
described in this Registration Statement, in the aggregate, in each case, are
reasonable in relation to the services rendered, the expenses to be incurred,
and the risks assumed by Equitable under the respective Certificates. Equitable
bases its representation on its assessment of all of the facts and
circumstances, including such relevant factors as: the nature and extent of such
services, expenses and risks, the need for Equitable to earn a profit, the
degree to which the Certificates include innovative features, and regulatory
standards for the grant of exemptive relief under the Investment Company Act of
1940 used prior to October 1996, including the range of industry practice. This
representation applies to all certificates sold pursuant to this Registration
Statement, including those sold on the terms specifically described in the
prospectuses contained herein, or any variations therein, based on supplements,
endorsements, data pages, or riders to any Certificate or prospectus, or
otherwise.

The Registrant hereby represents that it is relying on the November 28, 1988
no-action letter (Ref. No. IP-6-88) relating to variable annuity contracts
offered as funding vehicles for retirement plans meeting the requirements of
Section 403(b) of the Internal Revenue Code. Registrant further represents that
it will comply with the provisions of paragraphs (1)-(4) of that letter.

C-12

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant has caused this amendment to the Registration
Statement to be signed on its behalf, in the City and State of New York, on this
25th day of April, 2000.

SEPARATE ACCOUNT No. 49 OF
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
(Registrant)

By: The Equitable Life Assurance
Society of the United States
(Depositor)

By: /s/ Naomi J. Weinstein
---------------------------------
Naomi J. Weinstein
Vice President,
The Equitable Life Assurance
Society of the United States

C-13
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Depositor, has caused this amendment to the Registration
Statement to be signed on its behalf, in the City and State of New York, on this
25th day of April, 2000.

THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
(Depositor)

By: /s/ Naomi J. Weinstein
---------------------------------
Naomi J. Weinstein
Vice President,
The Equitable Life Assurance
Society of the United States

As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated:

PRINCIPAL EXECUTIVE OFFICERS:

*Michael Hegarty President, Chief Operating Officer
and Director

*Edward D. Miller Chairman of the Board, Chief
Executive Officer and Director

PRINCIPAL FINANCIAL OFFICER:

*Stanley B. Tulin Vice Chairman of the Board
Chief Financial Officer and Director

PRINCIPAL ACCOUNTING OFFICER:

*Alvin H. Fenichel Senior Vice President and Controller

DIRECTORS:

Francoise Colloc'h Donald J. Greene George T. Lowy
Henri de Castries John T. Hartley Edward D. Miller
Joseph L. Dionne John H.F. Haskell, Jr. Didier Pineau-Valencienne
Denis Duverne Michael Hegarty George J. Sella, Jr.
Jean-Rene Fourtou Mary R. (Nina) Henderson Peter J. Tobin
Norman C. Francis W. Edwin Jarmain Stanley B. Tulin
Dave H. Williams

*By: /s/Naomi J. Weinstein
------------------------
Naomi J. Weinstein
Attorney-in-Fact

April 25, 2000

C-14
<PAGE>

EXHIBIT INDEX

EXHIBIT NO. TAG VALUE
- ----------- ---------

4(k) Form of Endorsement--Beneficiary continuation EX-99.4k
option

10(a) Consent of Independent Accountants EX-10a

10(b) Powers of Attorney EX-10b

C-15

ENDORSEMENT
APPLICABLE TO IRA CERTIFICATES

As specified in the Data pages, this Certificate is an "IRA Certificate," which
is issued as an individual retirement annuity contract that meets the
requirements of Section 408(b) of the Code. It is established for the exclusive
benefit of you and your beneficiaries, and the terms below change, or are added
to, applicable sections of this Certificate. Also, your rights under this
Certificate are not forfeitable.

1. OWNER (SECTION 1.17):

You must be both the Owner and the Annuitant.

2. ANNUITY COMMENCEMENT DATE (SECTION 1.04):

You may not choose an Annuity Commencement Date later than the maximum
maturity age, currently the greater of age 90 or as stated in the Data
pages. If you choose a Date later than age 70 1/2, you must withdraw at
least the minimum payments required under Sections 408(b) and 401(a)(9)
of the Code and applicable Treasury regulations. See Section 5.01 of
the Certificate (Withdrawals) and Item 7 (Required Payments) below.

3. CONTRIBUTIONS (SECTION 3.01 AND 3.02):

No Contributions will be accepted unless they are in cash (or check or
other form if we require). Except in the case of a "rollover
Contribution," the total of such Contributions will not exceed $2,000
for any taxable year. A "rollover Contribution" is one permitted by
Sections 402(c), 403(a)(4), 403(b)(8), or 408(d)(3) of the Code.

Amounts transferred to the Certificate from an individual retirement
account or annuity contract, which meets the requirements of Section
408 of the Code, are not subject to the $2,000 limit.

If you make a Contribution which is an "eligible retirement plan
rollover" as defined in Section 402(c) or 403(b)(8) of the Code, and
you commingle such Contribution with other Contributions, you may not
be able to roll over the eligible retirement plan Contributions and
earnings to another qualified plan or Code Section 403(b) arrangement
at a future date, unless the Code permits.

4. DEATH BENEFIT (SECTION 6.01):

Under either of the following two circumstances, the death benefit
under Section 6.01 of the Certificate will not be paid at your death
before the Annuity Commencement Date and the coverage under the
Certificate will continue if (1) you are married at the time of your
death and the person named as beneficiary

No. 2000ENIRAI-IM - 1 -

<PAGE>

under Section 6.02 of your Certificate is your surviving spouse; and
(2) your surviving spouse elects to become "Successor Annuitant and
Owner" of your Certificate.

Also, a death benefit will not be paid under this Section 6.01 if the
"Beneficiary Continuation Option" under Item 6 of this Endorsement is
in effect.

5. BENEFICIARY (SECTION 6.02). THE THIRD PARAGRAPH OF THE CERTIFICATE IS
REPLACED WITH THE FOLLOWING:

Any part of a death benefit payable under Section 6.01, for which there
is no named beneficiary living at your death will be payable in a
single sum to your surviving spouse, if any; if there is no surviving
spouse, then to the children who survive you, in equal shares; if there
are no children, then to your estate.

6. BENEFICIARY CONTINUATION OPTION:

This Item 6 will apply only if you die before the Annuity Commencement
Date, and the beneficiary named under Section 6.02 of the Certificate
is an individual.

If there is more than one beneficiary, and any beneficiary is not an
individual, then this Item 6 does not apply, and the death benefit
described in Section 6.01 of the Certificate is payable.

If this Item 6 applies and there is more than one beneficiary, the
Annuity Account Value will be apportioned among your beneficiaries as
you designate pursuant to Section 6.02 of the Certificate.

If you die after your Required Beginning Date for required minimum
distribution payments, described below in Item 7, Subsection A of this
Endorsement (Minimum Distribution Rules--Required Payments During Your
Life) and such required minimum distribution payments have not
commenced under this Certificate, the death benefit under Section 6.01
will be paid in a lump sum and this Item 6 does not apply unless prior
to your death you have notified us in accordance with our procedures
then in effect that the beneficiary named pursuant to Section 6.02 of
the Certificate is also the designated beneficiary for purposes of
"Minimum Distribution Rules--Required Payments During Your Life"
described below in Item 7 of this Endorsement.

If the beneficiary qualifies to continue this Certificate, and we
receive the beneficiary's election within 60 days of receipt of proof
of your death, the beneficiary may continue your Certificate pursuant
to this Item 6 under the terms set forth in (a) through (h) below. Your
Certificate may be continued by one or more beneficiaries
(collectively, the "Continuation Beneficiary"). If there is more than
one beneficiary, the election must be provided to us within 60 days by
each

No. 2000ENIRAI-IM - 2 -

<PAGE>

beneficiary with respect to that beneficiary's portion of the Annuity
Account Value. For any beneficiary who does not so timely elect, we
will pay that beneficiary's share of the death benefit pursuant to
Section 6.01 of the Certificate in a lump sum.

a. the Continuation Beneficiary will automatically become the
Annuitant as defined in Section 1.01 of the Certificate with
respect to that Continuation Beneficiary's portion of the
Annuity Account Value.

b. the Continuation Beneficiary will have the same right to
transfer amounts among the Investment Options as the
Annuitant.

c. the Continuation Beneficiary cannot make any additional
Contributions.

d. distributions to the Continuation Beneficiary will be made in
accordance with requirements described in Item 7, Subsection B
of this Endorsement (Minimum Distribution Rules--Required
Payments After Death). If there is more than one beneficiary
and any Continuation Beneficiary requests payment pursuant to
Item 7, Subsection B(1) of this Endorsement, then all
Continuation Beneficiaries must agree to make this payment
election. If all Continuation Beneficiaries cannot so agree,
then we will instead make a complete distribution of your
entire interest no later than December 31st of the calendar
year that contains the fifth anniversary of your death.
Further, where payment pursuant to Item 7, Subsection B(1) of
this Endorsement is elected by all Continuation Beneficiaries,
the Annuity Account Value apportioned to each Continuation
Beneficiary is distributed based upon the life expectancy of
the oldest of the beneficiaries designated under Section 6.02
of the Certificate, even if that individual does not elect to
be a Continuation Beneficiary.

e. the Continuation Beneficiary may withdraw the Annuity Account
Value apportioned to such Continuation Beneficiary at any
time; withdrawals made after we have received a Continuation
Beneficiary's election to continue this Certificate are not
subject to a withdrawal charge.

f. upon the Continuation Beneficiary's death, we will make a lump
sum payment (other payment options are not available) to the
person designated by the deceased Continuation Beneficiary to
receive that deceased Continuation Beneficiary's portion of
the Annuity Account Value, if any remains.

g. the Certificate cannot be assigned and must continue in your
name for benefit of your Continuation Beneficiary.

No. 2000ENIRAI-IM - 3 -

<PAGE>

h. if a minimum income benefit pursuant to Section 7.08 of the
Certificate and/or a minimum death benefit pursuant to Section
6.01 of the Certificate are in effect upon our receipt of
proof of your death, the charges, if any, for such benefit(s)
will no longer apply and the minimum income benefit and the
minimum death benefit will no longer be in force.

7. REQUIRED PAYMENTS:

This Certificate is subject to these "Required Payment" or "Minimum
Distribution" rules of Sections 408(b) and 401(a)(9) of the Code and
the Treasury Regulations which apply.

A. MINIMUM DISTRIBUTION RULES -- REQUIRED PAYMENTS DURING YOUR
LIFE -- Your entire interest in this Certificate will be
distributed or begin to be distributed no later than the first
day of April following the calendar year in which you attain
age 70 1/2 ( "Required Beginning Date "). Your entire interest
may be distributed, as you elect, over (a) your life, or the
lives of you and your designated beneficiary, or (b) a period
certain not extending beyond your life expectancy, or the
joint and last survivor expectancy for you and your designated
beneficiary. Distributions must be made in periodic payments
at intervals of no longer than one year. In addition, payments
must be either non-increasing or they may increase only as
provided in Q & A F-3 of Section 1.401(a)(9)-1 of the Proposed
Treasury Regulations, or any successor Regulation thereto.

All distributions made under this Certificate must be made in
accordance with the requirements of Sections 408(b) and
401(a)(9) of the Code, including the incidental death benefit
requirements of Section 401(a)(9)(G) of the Code, and
applicable Treasury Regulations, including the minimum
distribution incidental benefit requirements of Section
1.401(a)(9)-2 of the Proposed Treasury Regulations, or any
successor Regulation thereto.

For purposes of determining the "period certain" referred to
in the first paragraph of this Section, life expectancy is
computed by use of the expected return multiples in Tables V
and VI of Treasury Regulation Section 1.72-9. Unless you
otherwise elect prior to the time distributions are required
to begin, life expectancies will be recalculated annually.
Such election will be irrevocable and will apply to all
subsequent years. The life expectancy of a non-spouse
beneficiary may not be recalculated. Instead, life expectancy
will be calculated using the attained age of such beneficiary
during the calendar year in which you attain age 70 1/2, and
payments of subsequent years will be calculated based on such
life expectancy reduced

No. 2000ENIRAI-IM - 4 -

<PAGE>

by one for each calendar year which has elapsed since the
calendar year in which life expectancy was first calculated.

B. MINIMUM DISTRIBUTION RULES -- REQUIRED PAYMENTS AFTER DEATH --
If you die after distribution of your interest in this
Certificate has begun, the remaining portion of such interest
will continue to be distributed at least as rapidly as under
the method of distribution being used prior to your death.

If you die before distribution of your interest in this
Certificate begins, distribution of your entire interest will
be completed no later than December 31 of the calendar year
containing the fifth anniversary of your death, except to the
extent that an election is made to receive distributions after
your death in accordance with the following alternate form of
distribution in (1) or (2) below:

(1) If your interest is payable to a designated
beneficiary, then your entire interest may be
distributed over the life of, or over a period certain
not greater than the life expectancy of, the designated
beneficiary. Such distributions must commence on or
before December 31 of the calendar year immediately
following the calendar year of your death.

(2) If the designated beneficiary is your surviving spouse,
the date that distributions are required to begin in
accordance with (1) above shall not be earlier than the
later of (a) December 31 of the calendar year
immediately following the calendar year of your death
or (b) December 31 of the calendar year in which you
would have attained age 70 1/2.

If the designated beneficiary is your surviving spouse, and a
Successor Annuitant and Owner option (described in Item 4
above of this Endorsement) is elected, the distribution of
your interest need not be made until after your surviving
spouse's death.

For purposes of determining the "period certain" referred to
above, life expectancy is computed by use of the expected
return multiples in Table V and VI of Treasury Regulation
Section 1.72-9. For purposes of distributions beginning after
your death, unless otherwise elected by the surviving spouse
by the time distributions are required to begin, life
expectancies will be recalculated annually. Such election will
be irrevocable by the surviving spouse and will apply to all
subsequent years. In the case of any other designated
beneficiary, life expectancies will be calculated using the
attained age of such beneficiary during the calendar year in
which distributions are required to begin, pursuant to this
Item 7, and payments for any subsequent calendar year will be
calculated based on

No. 2000ENIRAI-IM - 5 -

<PAGE>

such life expectancy reduced by one for each calendar year
which has elapsed since the calendar year in which life
expectancy was first calculated.

Distributions under this Item 7 are considered to have begun
if distributions are made because you have reached your
Required Beginning Date, or if prior to the Required Beginning
Date, distributions irrevocably commence to you over a period
permitted and in any annuity form acceptable under Section
1.401(a)(9)-1 of the Proposed Treasury Regulations or any
successor Regulation thereto.

8. REPORTS - NOTICES (SECTION 9.04):

We will send you a report as of the end of each calendar year showing
the status of the annuity and any other reports required by the Code or
Treasury Regulations.

9. ASSIGNMENTS (SECTION 9.05):

Your rights under this Certificate may not be assigned, pledged or
transferred except as permitted by law. You may not name a new Owner,
except as described in Item 4 or 6 of this Endorsement.

10. TERMINATION OF CERTIFICATE:

If an annuity under the Certificate fails to qualify as an annuity
under Section 408(b) of the Code, we will have the right to terminate
the Certificate. We may do so, upon receipt of notice of such fact,
before the Annuity Commencement Date. In that case, we will pay the
Annuity Account Value less a deduction for the part which applies to
any federal income tax payable by you which would not have been payable
with respect to an annuity which meets the terms of the Code. However,
we may also, at your request, transfer the Annuity Account Value to
another annuity certificate issued by an affiliate, subsidiary or us.

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

/s/Edward Miller /s/Pauline Sherman
- ---------------- ------------------
Edward Miller Pauline Sherman
Chairman and Chief Vice President, Secretary
Executive Officer and Associate General Counsel

No. 2000ENIRAI-IM - 6 -

We hereby consent to the use in each Statement of Additional Information
constituting part of this Post-Effective Amendment No. 2 to the Registration
Statement No. 333-79379 on Form N-4 (the "Registration Statement") of (1) our
report dated February 1, 2000 relating to the financial statements of Separate
Account No. 49 of The Equitable Life Assurance Society of the United States for
the year ended December 31, 1999, and (2) our report dated February 1, 2000
relating to the consolidated financial statements of The Equitable Life
Assurance Society of the United States for the year ended December 31, 1999,
which reports appear in such Statements of Additional Information. We also
consent to the incorporation by reference in these Prospectuses of our reports
dated February 1, 2000 appearing on page F-1 and page F-47 of The Equitable Life
Assurance Society of the United States' Annual Report on Form 10-K for the year
ended December 31, 1999. We also consent to the references to us under the
headings "Custodian and Independent Accountants" in the Statement of Additional
Information and "About our independent accounts" in the Prospectus.

/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
New York, New York
April 25, 2000

POWER OF ATTORNEY
-----------------

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or
Director of The Equitable Life Assurance Society of the United States (the
"Company"), a New York stock life insurance company, hereby constitutes and
appoints R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred Oliver,
Robin Wagner and each of them (with full power to each of them to act alone),
his or her true and lawful attorney-in-fact and agent, with full power of
substitution to each, for him or her and on his or her behalf and in his or her
name, place and stead, to execute and file any of the documents referred to
below relating to registrations under the Securities Act of 1933, the Securities
Exchange Act of 1934 and the Investment Company Act of 1940 with respect to any
insurance or annuity contracts or other agreements providing for allocation of
amounts to Separate Accounts of the Company, and related units or interests in
Separate Accounts: registration statements on any form or forms under the
Securities Act of 1933 and the Investment Company Act of 1940 and annual reports
on any form or forms under the Securities Exchange Act of 1934, and any and all
amendments and supplements thereto, with all exhibits and all instruments
necessary or appropriate in connection therewith, each of said attorneys-in-fact
and agents and his, her or their substitutes being empowered to act with or
without the others, and to have full power and authority to do or cause to be
done in the name and on behalf of the undersigned each and every act and thing
requisite and necessary or appropriate with respect thereto to be done in and
about the premises in order to effectuate the same, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Francoise Colloc'h
----------------------------------
Francoise Colloc'h

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Norman C. Francis
----------------------------------
Norman C. Francis

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Michael Hegarty
----------------------------------
Michael Hegarty

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Edward Miller
----------------------------------
Edward Miller

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Denis Duverne
----------------------------------
Denis Duverne

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Donald J. Greene
----------------------------------
Donald J. Greene

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ George T. Lowy
----------------------------------
George T. Lowy

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Peter J. Tobin
----------------------------------
Peter J. Tobin

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Joseph L. Dionne
----------------------------------
Joseph L. Dionne

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ John T. Hartley
----------------------------------
John T. Hartley

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ John H.F. Haskell, Jr.
----------------------------------
John H.F. Haskell, Jr.

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
5th day of April, 2000.

/s/ Dave H. Williams
----------------------------------
Dave H. Williams

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Mary B. (Nina) Henderson
----------------------------------
Mary B. (Nina) Henderson

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
4th day of April, 2000.

/s/ George J. Sella, Jr.
----------------------------------
George J. Sella, Jr.

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ W. Edwin Jarmain
----------------------------------
W. Edwin Jarmain

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
13th day of April, 2000.

/s/ Alvin H. Fenichel
----------------------------------
Alvin H. Fenichel

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
13th day of April, 2000.

/s/ Jean-Rene Fourtou
----------------------------------
Jean-Rene Fourtou

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
23rd day of March, 2000.

/s/ Stanley B. Tulin
----------------------------------
Stanley B. Tulin

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
4th day of April, 2000.

/s/ Henri de Castries
----------------------------------
Henri de Castries

Rev. 2/2000
122055
<PAGE>
POWER OF ATTORNEY
-----------------

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this
10th day of April, 2000.

/s/ Didier Pineau Valencienne
----------------------------------
Didier Pineau Valencienne

Rev. 2/2000
122055