SEPARATE ACCOUNT I OF EQUITABLE VARIABLE LIFE INSURANCE CO
485BPOS, 1997-05-01
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                                                     Registration No. 333-17633
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

   
                        POST-EFFECTIVE AMENDMENT NO. 1 TO
    

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
        OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2

   
         SEPARATE ACCOUNT I
                 of
     THE EQUITABLE LIFE ASSURANCE                 James M. Benson, President
        SOCIETY OF THE UNITED STATES     The Equitable Life Assurance Society of
      (Exact Name of Trust)                         the United States
     THE EQUITABLE LIFE ASSURANCE             1290 Avenue of the Americas
      SOCIETY OF THE UNITED STATES              New York, New York 10104
       (Exact Name of Depositor)         (Name and Address of Agent for Service)
      1290 Avenue of the Americas
        New York, New York 10104
    (Address of Depositor's Principal
           Executive Offices)
    

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

              Telephone Number, Including Area Code: (212) 554-1234

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

                  Please send copies of all communications to:

   
      MARY P. BREEN, ESQ.                             with a copy to:
      Vice President and                            Thomas C. Lauerman
   Associate General Counsel                 Freedman, Levy, Kroll & Simonds
  The Equitable Life Assurance          1050 Connecticut Avenue, N.W., Suite 825
  Society of the United States                    Washington, D.C. 20036
  1290 Avenue of the Americas
   New York, New York 10104
    

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

      Securities Being Registered: Units of Interest in Separate Account I

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

   
_____ immediately upon filing pursuant to paragraph (b) of Rule 485

__X__ on (May 1, 1997) pursuant to paragraph (b) of Rule 485

_____ 60 days after filing pursuant to paragraph (a) of Rule 485

_____ on (                    ) pursuant to paragraph (a) of Rule 485

Pursuant to Rule 24f-2(a)(1) under the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933. The Registrant filed the 24f-2 Notice for the year ended
December 31, 1996 on February 27, 1997.
    



<PAGE>
                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                              OF THE UNITED STATES

                        VARIABLE LIFE INSURANCE POLICIES
                        FUNDED THROUGH SEPARATE ACCOUNT I

                                  THE CHAMPION
                                      SP-1
                                  BASIC POLICY
                                 EXPANDED POLICY

                     PROSPECTUS SUPPLEMENT DATED MAY 1, 1997

This prospectus  supplement  updates  certain  information in the prospectus you
received for your Equitable  variable life insurance  policy.* We also mailed to
you  other  prospectus  supplements  dated  May 1,  1996 and  January  1,  1997.
Capitalized  terms  used in this  supplement  have the same  meanings  as in the
prospectus. You should keep this supplement with your prospectus and your May 1,
1996 and  January  1, 1997  supplements.  We will send you  another  copy of any
prospectus or supplement, without charge, upon written request.

EQUITABLE.  The information under the heading  "EQUITABLE" in your prospectus is
updated as follows:

EQUITABLE.  Equitable,  a New York stock  life  insurance  company,  has been in
business since 1859. We are a wholly owned subsidiary of The Equitable Companies
Incorporated  (the  Holding  Company).  The largest  shareholder  of the Holding
Company is AXA-UAP (AXA), a French insurance holding company. As of December 31,
1996, AXA beneficially  owned 63.8% of the outstanding shares of common stock of
the Holding Company (assuming conversion of the convertible preferred stock held
by AXA).  Under its  investment  arrangements  with  Equitable  and the  Holding
Company, AXA is able to exercise  significant  influence over the operations and
capital  structure  of the  Holding  Company  and  its  subsidiaries,  including
Equitable.  AXA is the holding company for an  international  group of insurance
and related financial  services  companies.  Equitable,  the Holding Company and
their subsidiaries managed approximately $239.8 billion of assets as of December
31,  1996,  including  third  party  assets  of  approximately  $184.8  billion.
Equitable's  home  office is 1290  Avenue of the  Americas,  New York,  New York
10104. We are licensed to do business in all 50 states,  Puerto Rico, the Virgin
Islands and the District of Columbia.  We maintain local offices  throughout the
United States.  At December 31, 1996, we had  approximately  $114.6 billion face
amount of variable  life  insurance in force,  as compared to $103.9  billion at
December 31, 1995.  Prior to January 1, 1997,  Separate  Account I policies were
issued by Equitable's wholly owned subsidiary, Equitable Variable Life Insurance
Company (Equitable Variable). Equitable Variable was merged into Equitable as of
January 1, 1997.  

INVESTMENT  PORTFOLIOS.  The names of The Hudson River Trust ("HRT")  investment
portfolios have been modified as follows, to include "Alliance" in their names:

    o  Alliance Money Market                    o  Alliance Common Stock

    o  Alliance Intermediate                    o  Alliance Aggressive Stock
       Government Securities
                                                o  Alliance Balanced
    o  Alliance High Yield

PERFORMANCE INFORMATION.  The performance information for The Hudson River Trust
rates of return in the prospectus and any  illustrations  of policy values based
on such information are deleted.


- -----------------------
*  This  supplement  updates  certain  information  contained  in  The  Champion
Prospectuses   dated  September  30,  1987  and  December  18,  1986;  the  SP-1
Prospectuses  dated September 30, 1987,  April 30, 1986 and January 1, 1984; and
the Basic and Expanded Prospectuses dated April 30, 1986 and March 26, 1985.

EVM-117
                                        1
<PAGE>

DEDUCTIONS AND CHARGES

FROM THE TRUST.

o  The  Separate  Account  Funds  purchase  Class  IA  shares  of  corresponding
   portfolios  of the HRT at net asset  value.  That price  reflects  investment
   management  fees,  indirect  expenses,  such as  brokerage  commissions,  and
   certain other operating expenses.

   The Hudson River Trust.  Effective  May 1, 1997,  a new  investment  advisory
   agreement relating to each of the HRT portfolios was entered into between HRT
   and  Alliance,  HRT's  Investment  Adviser.  The  table  below  shows (i) the
   investment  management  fees paid by the HRT in 1996 and (ii) other  expenses
   deducted from HRT assets in 1996, both restated to reflect the fees and other
   expenses  that  would  have  been  paid  by the  portfolios  if  the  present
   investment advisory agreement had been in effect as of January 1, 1996. These
   restated  fees and  expenses  are based on average  net assets for 1996.  For
   actual investment management fees and other expenses paid by HRT in 1996, see
   the HRT prospectus. Investment management fees may increase or decrease based
   on the level of  portfolio  net  assets.  These  fees are  subject to maximum
   rates,  as described in the attached HRT  prospectus.  Other HRT expenses are
   likely to fluctuate from year to year.  Both  investment  management fees and
   other  expenses  are  expressed  in the  table on the next  page as an annual
   percentage of each portfolio's daily average net assets:

<TABLE>
<CAPTION>
                                                           1996 FEES AND EXPENSES RESTATED AS IF SUBJECT TO 1997 ADVISORY AGREEMENT
                                                           -------------------------------------------------------------------------

                                                                RESTATED 1996            RESTATED 1996             RESTATED 1996
                  HRT PORTFOLIO                                MANAGEMENT FEE           OTHER EXPENSES            TOTAL EXPENSES*
                  ------------------------------------------------------------------------------------------------------------------
                  <S>                                                <C>                       <C>                      <C>  
                  Alliance Money Market                              0.35%                     0.04%                    0.39%
                  Alliance Intermediate Govt. 
                  Securities                                         0.50%                     0.09%                    0.59%
                  Alliance High Yield                                0.60%                     0.06%                    0.66%
                  Alliance Common Stock                              0.38%                     0.03%                    0.41%
                  Alliance Aggressive Stock                          0.55%                     0.03%                    0.58%
                  Alliance Balanced                                  0.42%                     0.05%                    0.47%
</TABLE>
                  ---------------------------------
                  *Equitable  credits the Separate Account Funds daily to offset
                  investment management fees and other expenses of the HRT which
                  exceed a 0.25% effective annual rate.

INVESTMENT  PERFORMANCE.   Footnote  7  to  the  Separate  Account  I  financial
statements  included herein contains  information  about the net return for each
Fund.  The  attached  prospectus  for The Hudson River Trust  contains  rates of
return  and  other  portfolio  performance  information  of the HRT for  various
periods ended December 31, 1996. Remember, the changes in the Account/Cash Value
of your policy depend not only on the performance of the portfolios, but also on
the deductions and charges under your policy. To obtain the current index values
of the Separate Account Funds for Champion policies, call (212) 314-3310.

The index values and the information  contained in footnote 7 are computed using
gross rates of return for the corresponding  portfolios of the HRT, reduced by a
daily  asset  charge  for  investment  management  services  of 0.25% and by the
mortality and expense risk charge.

DISTRIBUTION.   Certain  of  the   information   presented   under  the  caption
"DISTRIBUTION" in your prospectus is revised as follows:

EQ Financial Consultants, Inc. (EQF) is the principal underwriter of the HRT and
also a distributor of our variable life insurance  policies and variable annuity
contracts.  EQF's  principal  business  address is 1755  Broadway,  New York, NY
10019.  EQF is registered with the SEC as a  broker-dealer  under the Securities
Exchange Act of 1934 (1934 Act) and is a member of the National  Association  of
Securities Dealers,  Inc. In 1995 and 1996, Equitable Variable paid EQF a fee of
$325,380 annually for its services as distributor of its policies.

ILLUSTRATIONS  OF POLICY  BENEFITS.  The tables in your prospectus have not been
restated  to reflect a new  portfolio  expense  assumption.  For a  personalized
illustration  reflecting the fees and expenses  under your policy,  contact your
Equitable agent.

MANAGEMENT.  A list of our directors and, to the extent they are responsible for
variable life insurance operations, our principal officers and a brief statement
of their business  experience for the past five years is contained in Appendix A
to this supplement.

LONG-TERM  MARKET  TRENDS.  Appendix B to this  supplement  presents  historical
return  trends  for  various  types  of  securities  which  may  be  useful  for
understanding how different investment strategies may affect long-term results.

FINANCIAL  STATEMENTS.  The  financial  statements  of  Separate  Account  I and
Equitable included in this prospectus supplement have been audited for the years
ended  December  31,  1996,  1995  and  1994 by the  accounting  firm  of  Price
Waterhouse  LLP,  independent  accountants,  as  stated  in their  reports.  The
financial  statements  of Separate  Account I and  Equitable for the years ended
December 31, 1996,  1995 and 1994 included in this  prospectus  supplement  have
been so included in reliance on the reports of Price  Waterhouse  LLP,  given on
the authority of such firm as experts in accounting and auditing.

The financial  statements of Equitable  contained in this prospectus  supplement
should be  considered  only as bearing upon the ability of Equitable to meet its
obligations  under the  policies.  They should not be considered as bearing upon
the investment  experience of the funds in the Separate  Account.  The financial
statements  of  Separate  Account I include  periods  prior to the  merger  when
Separate  Account  I was  part of  Equitable  Variable  Life  Insurance  Company
("Equitable  Variable").  As mentioned in a previously  distributed  supplement,
Equitable Variable was merged with and into Equitable on January 1, 1997.

                                       2
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT I+


INDEX TO FINANCIAL STATEMENTS
<TABLE>

<S>                                                                                                                         <C>
Report of Independent Accountants........................................................................................    FSA-2
Financial Statements:
        Statements of Assets and Liabilities, December 31, 1996..........................................................    FSA-3
        Statements of Operations for the Years Ended December 31, 1996, 1995 and 1994....................................    FSA-4
        Statements of Changes in Net Assets for the Years Ended December 31, 1996, 1995 and 1994.........................    FSA-7
        Notes to Financial Statements....................................................................................   FSA-10

<FN>
+ Formerly known as Equitable  Variable Life Insurance  Company Separate Account I.
</FN>
</TABLE>


                                      FSA-1

<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
The Equitable Life  Assurance Society of the United States
and Policyowners of Separate Account I 
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 Money Market Fund,
Intermediate Government Securities Fund, High Yield Fund, Balanced Fund, Common
Stock Fund and Aggressive Stock Fund, separate investment funds of The Equitable
Life Assurance Society of the United States ("Equitable Life") Separate Account
I (formerly Equitable Variable Life Insurance Company Separate Account I)at
December 31, 1996 and the results of each of their operations and changes in
each of their net assets for the years indicated, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of Equitable Life's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of shares in The Hudson River Trust at
December 31, 1996 with the transfer agent, provide a reasonable basis for the
opinion expressed above. The rates of return information presented in note 7 for
the year ended December 31, 1992, and for each of the periods indicated prior
thereto, were audited by other independent accountants whose report dated
February 16, 1993 expressed an unqualified opinion on the financial statements
containing such information.






PRICE WATERHOUSE  LLP
New York, New York
February 10, 1997


                                      FSA-2
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT I+

STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1996

<TABLE>
<CAPTION>

                                                                                                  INTERMEDIATE                     
                                                                                  MONEY            GOVERNMENT              HIGH    
                                                                                  MARKET           SECURITIES             YIELD    
                                                                                   FUND               FUND                 FUND    
                                                                                ------------     ----------------       -----------
<S>                                                                             <C>                <C>                  <C>        
ASSETS                                                                                                                             
Investments in shares of The Hudson River Trust -- at market value 
  (Notes 2 and 6)                                                   
     Cost: $66,401,674.....................................................     $67,476,741                                        
             2,455,042.....................................................                        $2,446,690                      
             9,342,140.....................................................                                             $10,464,112
            34,079,909.....................................................                                                        
           317,825,084.....................................................                                                        
            20,811,659.....................................................                                                        
Receivable for The Hudson River Trust shares sold..........................              --                --                 4,677
Receivable for policy related transactions.................................              --                --                    --
                                                                                -----------        ----------           -----------
                                                                                                                                   
Total Assets...............................................................      67,476,741         2,446,690            10,468,789
                                                                                -----------        ----------           -----------
                                                                                                                                   
LIABILITIES                                                                                                                        
Payable for The Hudson River Trust shares purchased........................          42,198               762                    --
Payable for policy related transactions....................................         707,060            76,199               218,114
Amount retained by Equitable Life in Separate Account I (Note 4)...........         517,456            83,576               584,042
                                                                                -----------        ----------           -----------
                                                                                                                                   
Total Liabilities..........................................................       1,266,714           160,537               802,156
                                                                                -----------        ----------           -----------
                                                                                                                                   
NET ASSETS ATTRIBUTABLE TO POLICYOWNERS....................................     $66,210,027        $2,286,153           $ 9,666,633
                                                                                ===========        ==========           ===========
                                                                                                                                   
</TABLE>

<TABLE>
<CAPTION>

                                                                             
                                                                                                     COMMON         AGGRESSIVE
                                                                                   BALANCED           STOCK           STOCK
                                                                                     FUND             FUND             FUND
                                                                                  ------------    --------------    ------------
<S>                                                                               <C>             <C>               <C>
ASSETS
Investments in shares of The Hudson River Trust -- at market value 
  (Notes 2 and 6)
     Cost: $66,401,674.....................................................
             2,455,042.....................................................  
             9,342,140.....................................................  
            34,079,909.....................................................       $40,158,726
           317,825,084.....................................................                       $543,778,508
            20,811,659.....................................................                                         $30,076,602
Receivable for The Hudson River Trust shares sold..........................            10,307           73,012           28,965
Receivable for policy related transactions.................................                --               --               --
                                                                                   ----------     ------------      -----------

Total Assets...............................................................        40,169,033      543,851,520       30,105,567
                                                                                   ----------     ------------      -----------

LIABILITIES
Payable for The Hudson River Trust shares purchased........................                --               --               --
Payable for policy related transactions....................................           609,416        8,079,776          451,346
Amount retained by Equitable Life in Separate Account I (Note 4)...........           657,588        4,700,784          466,191
                                                                                   ----------     ------------      -----------

Total Liabilities..........................................................         1,267,004       12,780,560          917,537
                                                                                   ----------     ------------      -----------

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS....................................       $38,902,029     $531,070,960      $29,188,030
                                                                                  ===========     ============      ===========

<FN>
See Notes to Financial  Statements.  

+ Formerly known as Equitable  Variable Life Insurance  Company Separate Account I.
</FN>
</TABLE>
                                     FSA-3
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT I+

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                                                                                                   
                                                                                                     MONEY MARKET FUND             
                                                                                           --------------------------------------  
                                                                                              1996          1995         1994      
                                                                                           ------------  -----------  -----------  
<S>                                                                                        <C>           <C>          <C>          
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust................................................ $3,440,074    $3,738,980   $2,684,291   

   Expenses (Note 3):
     Mortality and expense risk charges...................................................    337,817       347,935      355,911   
                                                                                           ----------    ----------   ----------  

NET INVESTMENT INCOME.....................................................................  3,102,257     3,391,045    2,328,380   
                                                                                           ----------    ----------   ----------   

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments....................................................     82,253        31,732       52,117   
   Realized gain distribution from The Hudson River Trust.................................         --            --           --   
                                                                                           ----------    ----------   ----------   

NET REALIZED GAIN (LOSS)..................................................................     82,253        31,732       52,117   

   Unrealized appreciation / (depreciation) on investments:
     Beginning of period..................................................................  1,068,018       920,431      844,597   
     End of period........................................................................  1,075,067     1,068,018      920,431   
                                                                                           ----------    ----------   ----------   

   Change in unrealized appreciation / (depreciation) during the period...................      7,049       147,587       75,834   
                                                                                           ----------    ----------   ----------   

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS....................................     89,302       179,319      127,951   
                                                                                           ----------    ----------   ----------   

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS........................... $3,191,559    $3,570,364   $2,456,331   
                                                                                           ==========    ==========   ==========   

</TABLE>

<TABLE>
<CAPTION>

                                                                                                  INTERMEDIATE GOVERNMENT
                                                                                                      SECURITIES FUND
                                                                                             ----------------------------------
                                                                                               1996        1995        1994
                                                                                             ----------  ---------  -----------
<S>                                                                                          <C>         <C>        <C>      
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust................................................   $136,334    $145,274   $ 199,648

   Expenses (Note 3):
     Mortality and expense risk charges...................................................     10,873      11,943      11,365
                                                                                             --------    --------   ---------

NET INVESTMENT INCOME.....................................................................    125,461     133,331     188,283
                                                                                             --------    --------   ---------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments....................................................    (46,354)    (94,891)   (303,584)
   Realized gain distribution from The Hudson River Trust.................................         --          --     157,383
                                                                                             --------    --------   ---------

NET REALIZED GAIN (LOSS)..................................................................    (46,354)    (94,891)   (146,201)

   Unrealized appreciation / (depreciation) on investments:
     Beginning of period..................................................................     (7,887)   (267,346)   (100,844)
     End of period........................................................................     (8,352)     (7,887)   (267,346)
                                                                                             --------    --------   ---------

   Change in unrealized appreciation / (depreciation) during the period...................       (465)    259,459    (166,502)
                                                                                             --------    --------   ---------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS....................................    (46,819)    164,568    (312,703)
                                                                                             --------    --------   ---------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS...........................   $ 78,642    $297,899   $(124,420)
                                                                                             ========    ========   ========= 

<FN>
See Notes to Financial  Statements.  

+ Formerly known as Equitable  Variable Life Insurance  Company Separate Account I.
</FN>
</TABLE>

                                     FSA-4
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT I+

STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                                                                      HIGH YIELD FUND              
                                                                                           --------------------------------------  
                                                                                              1996        1995          1994       
                                                                                           ----------- ------------ -------------  
<S>                                                                                        <C>         <C>          <C>          
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust..............................................   $  952,760  $  862,089   $   806,574    

   Expenses (Note 3):
     Mortality and expense risk charges.................................................       44,945      39,170        41,676    
                                                                                           ----------  ----------   -----------    

NET INVESTMENT INCOME...................................................................      907,815     822,919       764,898    
                                                                                           ----------  ----------   -----------    

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments..................................................       15,812     (10,426)      (94,683)   
   Realized gain distribution from The Hudson River Trust...............................      661,606          --            --    
                                                                                           ----------  ----------   -----------    

NET REALIZED GAIN (LOSS)................................................................      677,418     (10,426)      (94,683)   

   Unrealized appreciation / (depreciation) on investments:
     Beginning of period................................................................      767,393      98,061     1,064,280    
     End of period......................................................................    1,121,972     767,393        98,061    
                                                                                           ----------  ----------   -----------    

   Change in unrealized appreciation / (depreciation) during the period.................      354,579     669,332      (966,219)   
                                                                                           ----------  ----------   -----------    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS..................................    1,031,997     658,906    (1,060,902)   
                                                                                           ----------  ----------   -----------    

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.........................   $1,939,812  $1,481,825   $  (296,004)   
                                                                                           ==========  ==========   ===========    


</TABLE>

<TABLE>
<CAPTION>

                                                                                                     BALANCED FUND
                                                                                         --------------------------------------
                                                                                            1996         1995         1994
                                                                                         ------------ ------------ ------------
<S>                                                                                      <C>          <C>         <C>       
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust.............................................. $1,225,630   $1,126,871  $ 1,006,200

   Expenses (Note 3):
     Mortality and expense risk charges.................................................    189,178      167,041      164,873
                                                                                         ----------   ----------   ----------

NET INVESTMENT INCOME...................................................................  1,036,452      959,830      841,327
                                                                                         ----------   ----------   ----------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments..................................................    (82,952)    (113,948)    (379,076)
   Realized gain distribution from The Hudson River Trust...............................  3,222,070    1,008,186           --
                                                                                         ----------   ----------   ----------

NET REALIZED GAIN (LOSS)................................................................  3,139,118      894,238     (379,076)

   Unrealized appreciation / (depreciation) on investments:
     Beginning of period................................................................  6,183,884    2,080,968    5,526,191
     End of period......................................................................  6,078,817    6,183,884    2,080,968
                                                                                         ----------   ----------   ----------

   Change in unrealized appreciation / (depreciation) during the period.................   (105,067)   4,102,916   (3,445,223)
                                                                                         ----------   ----------   ----------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS..................................  3,034,051    4,997,154   (3,824,299)
                                                                                         ----------   ----------   ----------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......................... $4,070,503   $5,956,984  $(2,982,972)
                                                                                         ==========   ==========  ===========


<FN>
See Notes to Financial  Statements.  

+ Formerly known as Equitable  Variable Life Insurance  Company Separate Account I.
</FN>
</TABLE>


                                     FSA-5
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT I+

STATEMENTS OF OPERATIONS (CONCLUDED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                                                                COMMON STOCK FUND                  
                                                                                  -----------------------------------------------  
                                                                                      1996            1995             1994        
                                                                                  --------------  --------------  ---------------  
<S>                                                                               <C>             <C>              <C>             
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust.....................................   $  4,143,111    $  5,978,397     $  5,727,748    

   Expenses (Note 3):
     Mortality and expense risk charges........................................      2,447,308       2,095,213        1,942,844    
                                                                                  ------------    ------------     ------------    

NET INVESTMENT INCOME..........................................................      1,695,803       3,883,184        3,784,904    
                                                                                  ------------    ------------     ------------    

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments.........................................      1,202,024       1,269,512         (328,604)   
   Realized gain distribution from The Hudson River Trust......................     54,893,874      25,928,481       20,219,440    
                                                                                  ------------    ------------     ------------    

NET REALIZED GAIN (LOSS).......................................................     56,095,898      27,197,993       19,890,836    

   Unrealized appreciation / (depreciation) on investments:
     Beginning of period.......................................................    177,639,703      92,693,149      126,545,990    
     End of period.............................................................    225,953,424     177,639,703       92,693,149    
                                                                                  ------------    ------------     ------------    

   Change in unrealized appreciation / (depreciation) during the period........     48,313,721      84,946,554      (33,852,841)   
                                                                                  ------------    ------------     ------------    

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.........................    104,409,619     112,144,547      (13,962,005)   
                                                                                  ------------    ------------     ------------    

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS................   $106,105,422    $116,027,731     $(10,177,101)   
                                                                                  ============    ============     ============    


</TABLE>

<TABLE>
<CAPTION>

                                                                                           AGGRESSIVE STOCK FUND
                                                                                   ---------------------------------------
                                                                                      1996          1995         1994
                                                                                   ------------  -----------  ------------
<S>                                                                                <C>          <C>           <C>       
INCOME AND EXPENSES:
   Income (Note 2):
     Dividends from The Hudson River Trust.....................................    $   65,784   $   57,627    $   22,268

   Expenses (Note 3):
     Mortality and expense risk charges........................................       135,068      102,259        89,577
                                                                                   ----------   -----------   ----------

NET INVESTMENT INCOME..........................................................       (69,284)     (44,632)      (67,309)
                                                                                   ----------   -----------   ----------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note 2):
   Realized gain (loss) on investments.........................................      (104,890)      42,192      (226,938)
   Realized gain distribution from The Hudson River Trust......................     5,275,685    2,691,238            --
                                                                                   ----------   ----------    ----------

NET REALIZED GAIN (LOSS).......................................................     5,170,795    2,733,430      (226,938)

   Unrealized appreciation / (depreciation) on investments:
     Beginning of period.......................................................     9,098,725    6,102,433     6,618,938
     End of period.............................................................     9,264,943    9,098,725     6,102,433
                                                                                   ----------   ----------    ----------

   Change in unrealized appreciation / (depreciation) during the period.........      166,218    2,996,292      (516,505)
                                                                                   ----------   ----------    ----------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS.........................     5,337,013    5,729,722      (743,443)
                                                                                   ----------   ----------    ----------

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS................    $5,267,729   $5,685,090    $ (810,752)
                                                                                   ==========   ==========    ==========


<FN>
See Notes to Financial  Statements.  

+ Formerly known as Equitable  Variable Life Insurance  Company Separate Account I.
</FN>
</TABLE>

                                     FSA-6

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT I+

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                                                                                                   
                                                                                                  MONEY MARKET FUND                
                                                                                       -----------------------------------------   
                                                                                          1996           1995          1994        
                                                                                       ------------  -------------  ------------   
<S>                                                                                    <C>            <C>            <C> 
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
   Net investment income.............................................................  $ 3,102,257    $ 3,391,045    $ 2,328,380   
   Net realized gain (loss)..........................................................       82,253         31,732         52,117   
   Change in unrealized appreciation / (depreciation) on investments.................        7,049        147,587         75,834   
                                                                                       -----------    -----------    -----------   

   Net increase (decrease) in net assets from operations.............................    3,191,559      3,570,364      2,456,331   
                                                                                       -----------    -----------    -----------   

FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 3).............................................................    4,963,890      5,540,000      6,128,438   
   Benefits and other policy related transactions (Note 3)...........................   (8,085,524)    (8,585,006)    (8,940,995)  
   Net transfers among funds.........................................................   (2,603,630)      (340,867)    (1,904,223)  
                                                                                       -----------    -----------    -----------   

   Net increase (decrease) in net assets from policy related transactions............   (5,725,264)    (3,385,873)    (4,716,780)  
                                                                                       -----------    -----------    -----------   

NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT I (Note 4)....................................................     (160,954)       (33,731)       (22,105)  
                                                                                       -----------    -----------    -----------   

INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE TO POLICYOWNERS.......................   (2,694,659)       150,760     (2,282,554)  

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, BEGINNING OF PERIOD.........................   68,904,686     68,753,926     71,036,480   
                                                                                       -----------    -----------    -----------   

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, END OF PERIOD...............................  $66,210,027    $68,904,686    $68,753,926   
                                                                                       ===========    ===========    ===========   


</TABLE>

<TABLE>
<CAPTION>

                                                                                              INTERMEDIATE GOVERNMENT
                                                                                                  SECURITIES FUND
                                                                                       --------------------------------------
                                                                                          1996         1995         1994
                                                                                       -----------  -----------  ------------
<S>                                                                                    <C>          <C>          <C>     
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
   Net investment income.............................................................  $  125,461   $  133,331   $  188,283
   Net realized gain (loss)..........................................................     (46,354)     (94,891)    (146,201)
   Change in unrealized appreciation / (depreciation) on investments.................        (465)     259,459     (166,502)
                                                                                       ----------   ----------   ----------

   Net increase (decrease) in net assets from operations.............................      78,642      297,899     (124,420)
                                                                                       ----------   ----------   ----------

FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 3).............................................................     115,593      120,110      130,572
   Benefits and other policy related transactions (Note 3)...........................    (238,156)    (292,199)    (402,355)
   Net transfers among funds.........................................................     177,990      (65,399)     606,857
                                                                                       ----------   ----------   ----------

   Net increase (decrease) in net assets from  policy related transactions...........      55,427     (237,488)     335,074
                                                                                       ----------   ----------   ----------

NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT I (Note 4)....................................................      (9,981)     (12,591)       4,561
                                                                                       ----------   ----------   ----------

INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE TO POLICYOWNERS.......................     124,088       47,820      215,215

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, BEGINNING OF PERIOD.........................   2,162,065    2,114,245    1,899,030
                                                                                       ----------   ----------   ----------

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, END OF PERIOD...............................  $2,286,153   $2,162,065   $2,114,245
                                                                                       ==========   ==========   ==========


<FN>
See Notes to Financial  Statements.  

+ Formerly known as Equitable Variable Life Insurance Company Separate Account I.
</FN>
</TABLE>

                                     FSA-7

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT I+

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                                                                  HIGH YIELD FUND             
                                                                                        ------------------------------------  
                                                                                           1996        1995        1994       
                                                                                        ----------- ----------- ------------  
<S>                                                                                     <C>         <C>          <C>           
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
   Net investment income.............................................................   $  907,815  $  822,919   $  764,898    
   Net realized gain (loss)..........................................................      677,418     (10,426)     (94,683)  
   Change in unrealized appreciation / (depreciation) on investments.................      354,579     669,332     (966,219)  
                                                                                        ----------  ----------   ----------  

   Net increase (decrease) in net assets from operations.............................    1,939,812   1,481,825     (296,004)  
                                                                                        ----------  ----------   ----------  

FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 3).............................................................      846,420     821,557      852,874    
   Benefits and other policy related transactions (Note 3)...........................   (1,604,859) (1,690,910)  (1,525,854)   
   Net transfers among funds.........................................................      491,074     154,049      (38,627)   
                                                                                        ----------  ----------   ----------  

   Net increase (decrease) in net assets from policy related transactions............     (267,365)   (715,304)    (711,607)   
                                                                                        ----------  ----------   ----------  

NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT I (Note 4)....................................................     (239,649)    (96,346)      14,805    
                                                                                        ----------  ----------   ----------  

INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE TO POLICYOWNERS.......................    1,432,798     670,175     (992,806)  

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, BEGINNING OF PERIOD.........................    8,233,835   7,563,660    8,556,466    
                                                                                        ----------  ----------   ----------  

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, END OF PERIOD...............................   $9,666,633  $8,233,835   $7,563,660    
                                                                                        ==========  ==========   ==========  


</TABLE>

<TABLE>
<CAPTION>

                                                                                                       BALANCED FUND
                                                                                          ----------------------------------------
                                                                                              1996         1995          1994
                                                                                          ------------- ------------ -------------
<S>                                                                                       <C>           <C>            <C>        
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
   Net investment income.............................................................     $ 1,036,452   $   959,830    $   841,327
   Net realized gain (loss)..........................................................       3,139,118       894,238       (379,076)
   Change in unrealized appreciation / (depreciation) on investments.................        (105,067)    4,102,916     (3,445,223)
                                                                                          -----------   -----------    -----------

   Net increase (decrease) in net assets from operations.............................       4,070,503     5,956,984     (2,982,972)
                                                                                          -----------   -----------    -----------

FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 3).............................................................       3,152,716     3,295,027      3,487,888
   Benefits and other policy related transactions (Note 3)...........................      (3,355,785)   (3,348,951)    (3,823,829)
   Net transfers among funds.........................................................        (512,979)     (376,087)        (3,406)
                                                                                          -----------   -----------    -----------

   Net increase (decrease) in net assets from policy related transactions............        (716,048)     (430,011)      (339,347)
                                                                                          -----------   -----------    -----------

NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT I (Note 4)....................................................        (294,944)      (89,517)        42,214
                                                                                          -----------   -----------    -----------

INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE TO POLICYOWNERS.......................       3,059,511     5,437,456     (3,280,105)

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, BEGINNING OF PERIOD.........................      35,842,518    30,405,062     33,685,167
                                                                                          -----------   -----------    -----------

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, END OF PERIOD...............................     $38,902,029   $35,842,518    $30,405,062
                                                                                          ===========   ===========    ============


<FN>
See Notes to Financial  Statements.  

+ Formerly known as Equitable  Variable Life Insurance  Company Separate Account I.
</FN>
</TABLE>

                                     FSA-8

<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT I+

STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)
FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                                                                COMMON STOCK FUND                
                                                                                   -------------------------------------------- 
                                                                                       1996           1995           1994        
                                                                                   -------------- -------------- --------------  
<S>                                                                                <C>            <C>            <C>             
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
   Net investment income........................................................   $  1,695,803   $  3,883,184   $  3,784,904    
   Net realized gain (loss).....................................................     56,095,898     27,197,993     19,890,836    
   Change in unrealized appreciation / (depreciation) on investments............     48,313,721     84,946,554    (33,852,841)   
                                                                                   ------------   ------------   ------------    

   Net increase (decrease) in net assets from operations........................    106,105,422    116,027,731    (10,177,101)   
                                                                                   ------------   ------------   ------------    

FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 3)........................................................     21,081,997     22,520,480     24,056,215    
   Benefits and other policy related transactions (Note 3)......................    (53,186,448)   (43,155,008)   (44,688,333)   
   Net transfers among funds....................................................        201,379        (27,413)       459,966    
                                                                                   ------------   ------------   ------------    

   Net increase (decrease) in net assets from  policy related transactions......    (31,903,072)   (20,661,941)   (20,172,152)   
                                                                                   ------------   ------------   ------------    

NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT I (Note 4)...............................................        775,149     (1,859,326)       149,257    
                                                                                   ------------   ------------   ------------    

INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE TO POLICYOWNERS..................     74,977,499     93,506,464    (30,199,996)   

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, BEGINNING OF PERIOD....................    456,093,461    362,586,997    392,786,993    
                                                                                   ------------   ------------   ------------    

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, END OF PERIOD..........................   $531,070,960   $456,093,461   $362,586,997    
                                                                                   ============   ============   ============    


</TABLE>

<TABLE>
<CAPTION>

                                                                                            AGGRESSIVE STOCK FUND
                                                                                   -----------------------------------------
                                                                                       1996          1995          1994
                                                                                   ------------- ------------- -------------
<S>                                                                                <C>           <C>           <C>       
INCREASE (DECREASE) IN NET ASSETS:

FROM OPERATIONS:
   Net investment income........................................................   $   (69,284)  $   (44,632)  $   (67,309)
   Net realized gain (loss).....................................................     5,170,795     2,733,430      (226,938)
   Change in unrealized appreciation / (depreciation) on investments............       166,218     2,996,292      (516,505)
                                                                                   -----------   -----------   -----------

   Net increase (decrease) in net assets from operations........................     5,267,729     5,685,090      (810,752)
                                                                                   -----------   -----------   -----------

FROM POLICY RELATED TRANSACTIONS:
   Net premiums (Note 3)........................................................     1,523,680     1,509,349     1,480,535
   Benefits and other policy related transactions (Note 3)......................    (2,984,701)   (2,642,068)   (1,982,576)
   Net transfers among funds....................................................     2,246,166       655,717     1,279,484
                                                                                   -----------   -----------   -----------

   Net increase (decrease) in net assets from  policy related transactions......       785,145      (477,002)      777,443
                                                                                   -----------   -----------   -----------

NET (INCREASE) DECREASE IN AMOUNT RETAINED BY EQUITABLE LIFE
   IN SEPARATE ACCOUNT I (Note 4)...............................................       (83,646)     (150,764)       20,425
                                                                                   -----------   -----------   -----------

INCREASE (DECREASE) IN NET ASSETS ATTRIBUTABLE TO POLICYOWNERS..................     5,969,228     5,057,324       (12,884)

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, BEGINNING OF PERIOD....................    23,218,802    18,161,478    18,174,362
                                                                                   -----------   -----------   -----------

NET ASSETS ATTRIBUTABLE TO POLICYOWNERS, END OF PERIOD..........................   $29,188,030   $23,218,802   $18,161,478
                                                                                   ===========   ===========   ===========


<FN>
See Notes to Financial Statements.

+ Formerly known as Equitable  Variable Life Insurance  Company Separate Account I.
</FN>
</TABLE>


                                     FSA-9
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT I+

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

1.  General

    On September 19, 1996 the Board of Directors of The Equitable Life Assurance
    Society of the United States  ("Equitable  Life")  approved an Agreement and
    Plan of Merger by and between  Equitable  Life and  Equitable  Variable Life
    Insurance  Company (the  "Merger  Agreement").  The merger was  completed on
    January 1, 1997. On that date, and in accordance  with the provisions of the
    Merger  Agreement,   the  separate  existence  of  Equitable  Variable  Life
    Insurance  Company  ("Equitable  Variable  Life") ceased and Equitable  Life
    survived the merger. From January 1, 1997, Equitable Life is liable in place
    of Equitable  Variable Life for the liabilities and obligations of Equitable
    Variable Life, including  liabilities under policies and contracts issued by
    Equitable  Variable Life, and all of Equitable Variable Life's assets became
    assets of Equitable Life.

    Equitable  Variable  Life, a  wholly-owned  subsidiary  of  Equitable  Life,
    established Separate Account I (the Account) under New York insurance law to
    support the  operations of Equitable  Variable  Life's  scheduled and single
    premium variable life insurance policies  (Policies).  The Account is a unit
    investment  trust  registered  with the Securities  and Exchange  Commission
    under the  Investment  Company  Act of 1940.  The  Account  consists  of six
    investment  funds:  the  Money  Market  Fund,  the  Intermediate  Government
    Securities  Fund,  the High Yield Fund,  the Balanced Fund, the Common Stock
    Fund and the Aggressive  Stock Fund. The assets in each Fund are invested in
    Class IA shares of a designated portfolio  (Portfolio) of a mutual fund, The
    Hudson  River Trust (the Trust).  Each  Portfolio  has  separate  investment
    objectives.

    The assets of the Account are the property of Equitable Life.  However,  the
    portion of the  Account's  assets  equal to the  reserves  and other  policy
    liabilities  with  respect  to  the  Account  will  not be  chargeable  with
    liabilities  arising out of any other  business  Equitable Life may conduct.
    The net  assets  may not be less  than the  amount  required  under New York
    insurance law to provide for death benefits  (without  regard to the minimum
    death benefit  guarantee) and other policy benefits.  Additional  assets are
    held in Equitable  Life's General Account to cover the contingency  that the
    guaranteed  minimum death benefit might exceed the death benefit which would
    have been payable in the absence of such guarantee.

2.  Significant Accounting Policies

    The  accompanying  financial  statements  are  prepared in  conformity  with
    generally  accepted   accounting   principles  (GAAP).  The  preparation  of
    financial  statements  in conformity  with GAAP requires  management to make
    estimates  and  assumptions  that affect the reported  amounts of assets and
    liabilities and disclosure of contingent  assets and liabilities at the date
    of the  financial  statements  and the  reported  amounts  of  revenues  and
    expenses during the reporting period. Actual results could differ from those
    estimates.

    Investments  made in shares of the Trust are  valued at the net asset  value
    per share of the respective Portfolios. The net asset value is determined by
    the Trust  using the  market or fair value of the  underlying  assets of the
    Portfolios.

    Investment  transactions are recorded on the trade date.  Realized gains and
    losses  include  gains  and  losses on  redemptions  of the  Trust's  shares
    (determined   on  the  identified   cost  basis)  and  Trust   distributions
    representing the net realized gains on Trust investment transactions.

    Dividends  are  recorded  as  income  at the  end  of  each  quarter  on the
    ex-dividend  date.  Capital gains are distributed by the Trust at the end of
    each year.

    The  operations  of the Account are  included  in the  consolidated  Federal
    income tax return of Equitable  Life.  Under the provisions of the Policies,
    Equitable  Life has the right to charge the Account  for Federal  income tax
    attributable  to the Account.  No charge is currently being made against the
    Account for such tax since,  under current tax law,  Equitable  Life pays no
    tax on  investment  income and capital  gains  reflected  in  variable  life
    insurance  policy  reserves.  However,  Equitable  Life retains the right to
    charge for any Federal  income tax  incurred  which is  attributable  to the
    Account if the law is changed.  Charges for state and local  taxes,  if any,
    attributable to the Account may also be made.

3.  Asset Charges

    Under the policies,  Equitable Life assumes mortality and expense risks and,
    to cover these risks,  deducts a charge from the assets of the Account at an
    annual rate of 0.50% of net assets attributable to policyowners.

    Equitable Life makes certain deductions from net premiums before amounts are
    allocated to the Account.  The  deductions are for (1) premiums for optional
    benefits,   (2)  additional   premiums  for  extra  mortality   risks,   (3)
    administrative  expenses,  (4) state  premium  taxes,  and (5)  except as to
    single  premium  policies,  a risk charge for the  guaranteed  minimum death
    benefit.

+ Formerly known as Equitable  Variable Life Insurance  Company Separate
  Account I.

                                     FSA-10
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT I+

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, 1996

4.  Amounts Retained by Equitable Life in Separate Account I

    The amount retained by Equitable Life in the Account arises principally from
    (1)  mortality  and other  gains and  losses  resulting  from the  Account's
    operations,  (2)  contributions  from Equitable  Life, 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 Policies.  Amounts
    retained by  Equitable  Life are not subject to charges  for  mortality  and
    expense risks.

    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 surplus  withdrawals  by  Equitable  Life by
    investment fund:

<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                                            ------------------------

                              INVESTMENT FUND                      1996              1995             1994
                              ---------------                      ----              ----             ----

            <S>                                                <C>               <C>               <C>      
            Money Market...................................... $   200,000       $        --       $      --
            Intermediate Government Securities................      35,000                --              --
            High Yield........................................     240,000                --              --
            Balanced..........................................     190,000                --              --
            Common Stock......................................     225,000         1,975,000              --
            Aggressive Stock..................................     150,000           100,000              --
            Short-Term World Income...........................          --                --         119,356
                                                               -----------       -----------       ---------
                                                               $ 1,040,000       $ 2,075,000       $ 119,356
                                                               ===========       ===========       =========  
</TABLE>


    Equitable  Life  credits  the values of the  Policies  participating  in the
    Account to compensate  policyowners for their share of the Trust expenses in
    excess of (1) fees for  advisory  services at an annual rate  equivalent  to
    0.25%  of the  average  daily  value  of the  aggregate  net  assets  of the
    Portfolios,  and (2) the Trust  income  taxes,  if any. For the Money Market
    Fund and the Common Stock Fund,  fees for advisory  services in excess of an
    annual rate  equivalent to 0.25% of the average daily value of the aggregate
    net assets of the related Trust Portfolios are refunded to the Funds. Excess
    fees for advisory services for the Intermediate  Government Securities Fund,
    the High Yield Fund,  the Balanced  Fund and the  Aggressive  Stock Fund are
    absorbed by Equitable Life's surplus account.


5.  Distribution and Servicing Agreement


    Equitable Life has entered into a Distribution and Servicing  Agreement with
    EQ Financial  Consultants,  Inc., whereby  registered  representatives of EQ
    Financial  Consultants,  Inc.,  authorized as variable life insurance agents
    under  applicable  state insurance  laws, sell the Policies.  The registered
    representatives are compensated on a commission basis by Equitable Life.


6.  Share Substitution


    On February 22, 1994,  Equitable  Variable  Life,  the Account and the Trust
    substituted  shares  of  the  Trust's  Intermediate   Government  Securities
    Portfolio for shares of the Trust's  Short-Term World Income Portfolio.  The
    amount  transferred  to  Intermediate  Government  Securities  Portfolio was
    $390,705.  The  statements  of operations  and  statements of changes in net
    assets for the Intermediate Government Securities Portfolio is combined with
    the  Short-Term  World Income  Portfolio  for periods prior to the merger on
    February 22, 1994.  The  Short-Term  World Income Fund is not  available for
    future investment.


7.  Investment Returns


    The tables on the following page show the gross and net  investment  returns
    with  respect to the Funds for the  periods  shown.  The net return for each
    Fund is  based  upon  net  assets  for a  policy  which  commences  with the
    beginning  date of such period and is not based on the average net assets in
    the Fund  during  such  period.  Gross  return is equal to the total  return
    earned by the underlying Trust investment.

+ Formerly known as Equitable  Variable Life Insurance  Company Separate
  Account I.

                                     FSA-11
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT I+

NOTES TO FINANCIAL STATEMENTS -- (CONCLUDED)
DECEMBER 31, 1996
<TABLE>
<CAPTION>

RATES OF RETURN:

                                                                  YEARS ENDED DECEMBER 31,
MONEY MARKET               ----------------------------------------------------------------------------------------------
FUND(C)                     1996     1995     1994      1993     1992     1991     1990      1989     1988     1987      
- -------                     ----     ----     ----      ----     ----     ----     ----      ----     ----     ----      
<S>                          <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>      <C>      
Gross return..............   5.33%    5.74%    4.02%     3.16%    3.75%    6.38%    8.44%     9.44%    7.56%    6.85%    
Net return................   4.99%    5.41%    3.68%     2.62%    3.23%    5.85%    7.90%     8.85%    7.02%    6.32%    

<CAPTION>

                                                                              APRIL 1(A) TO
INTERMEDIATE                           YEARS ENDED DECEMBER 31,                DECEMBER 31,
GOVERNMENT                 -------------------------------------------------- ---------------
SECURITIES FUND             1996      1995     1994      1993      1992            1991
- ---------------             ----      ----     ----      ----      ----            ----
<S>                          <C>      <C>      <C>        <C>       <C>           <C>   
Gross return..............   3.78%    13.33%   (4.37)%    10.87%    5.88%         12.51%
Net return................   3.57%    13.12%   (4.54)%    10.29%    5.35%         12.09%

<CAPTION>

                                                                  YEARS ENDED DECEMBER 31,
                           -------------------------------------------------------------------------------------------------------
HIGH YIELD FUND             1996      1995       1994      1993      1992      1991       1990      1989      1988      1987
- ---------------             ----      ----       ----      ----      ----      ----       ----      ----      ----      ----
<S>                          <C>       <C>       <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>  
Gross return..............   22.89%    19.92%    (2.79)%    23.60%    12.69%    24.91%    (0.75)%    5.52%     10.55%    5.30%
Net return................   22.68%    19.74%    (2.94)%    22.99%    12.13%    24.29%    (1.25)%    4.99%      9.73%    4.77%

<CAPTION>

                                                                  YEARS ENDED DECEMBER 31,
                           -------------------------------------------------------------------------------------------------------
BALANCED FUND               1996      1995       1994      1993      1992      1991       1990      1989      1988      1987
- -------------               ----      ----       ----      ----      ----      ----       ----      ----      ----      ----
<S>                          <C>       <C>       <C>        <C>      <C>        <C>        <C>       <C>       <C>      <C>    
Gross return..............   11.68%    19.75%    (8.02)%    12.44%   (2.68)%    41.52%     0.43 %    26.08%    13.84%   (0.65)%
Net return................   11.29%    19.33%    (8.35)%    11.91%   (3.17)%    40.81%    (0.07)%    25.45%    12.99%   (1.15)%

<CAPTION>
                                                                  YEARS ENDED DECEMBER 31,
COMMON STOCK               ----------------------------------------------------------------------------------------------
FUND                        1996     1995     1994      1993     1992     1991     1990      1989     1988     1987      
- ----------                  ----     ----     ----      ----     ----     ----     ----      ----     ----     ----      
<S>                         <C>      <C>      <C>       <C>       <C>     <C>      <C>       <C>      <C>       <C>      
Gross return..............  24.28%   32.45%   (2.14)%   24.99%    3.36%   38.10%   (7.95)%   25.82%   22.69%    7.71%    
Net return................  23.81%   31.97%   (2.50)%   24.36%    2.84%   37.41%   (8.41)%   25.19%   22.08%    7.17%    

<CAPTION>
                                                                  YEARS ENDED DECEMBER 31,
AGGRESSIVE                 -------------------------------------------------------------------------------------------------------
STOCK FUND                  1996      1995       1994      1993      1992      1991       1990      1989      1988      1987
- ----------                  ----      ----       ----      ----      ----      ----       ----      ----      ----      ----
<S>                          <C>       <C>       <C>        <C>      <C>        <C>        <C>       <C>       <C>       <C>  
Gross return..............   22.20%    31.63%    (3.81)%    17.05%   (2.91)%    87.41%     8.49%     43.93%    1.78%     7.69%
Net return................   21.87%    31.29%    (4.07)%    16.45%   (3.40)%    86.47%     7.95%     43.21%    1.02%     7.15%

</TABLE>


(a) Date as of which net premiums under the Policies were first allocated to the
    Fund. The gross return and the net return for the periods  indicated are not
    annual rates of return.




+ Formerly known as Equitable  Variable Life Insurance  Company Separate
  Account I.

                                     FSA-12
<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 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,  1996 and 1995,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting  principles.
These  financial   statements  are  the   responsibility   of  Equitable  Life's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management and evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.

As discussed in Note 2 to the consolidated financial statements,  Equitable Life
changed its methods of accounting for long-duration participating life insurance
contracts and long-lived  assets in 1996,  for loan  impairments in 1995 and for
postemployment benefits in 1994.


Price Waterhouse LLP
New York, New York
February 10, 1997
                                      F-1

<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
                                                                        1996                 1995
                                                                  -----------------    -----------------
                                                                              (IN MILLIONS)
<S>                                                               <C>                  <C>          
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.................   $    18,077.0        $    15,899.9
  Mortgage loans on real estate.................................         3,133.0              3,638.3
  Equity real estate............................................         3,297.5              3,916.2
  Policy loans..................................................         2,196.1              1,976.4
  Investment in and loans to affiliates.........................           685.0                636.6
  Other equity investments......................................           597.3                621.1
  Other invested assets.........................................           288.7                706.1
                                                                  -----------------    -----------------
      Total investments.........................................        28,274.6             27,394.6
Cash and cash equivalents.......................................           538.8                774.7
Deferred policy acquisition costs...............................         3,104.9              3,075.8
Amounts due from discontinued GIC Segment.......................           996.2              2,097.1
Other assets....................................................         2,552.2              2,718.1
Closed Block assets.............................................         8,495.0              8,582.1
Separate Accounts assets........................................        29,646.1             24,566.6
                                                                  -----------------    -----------------
TOTAL ASSETS....................................................   $    73,607.8        $    69,209.0
                                                                  =================    =================

LIABILITIES
Policyholders' account balances.................................   $    21,865.6        $    21,911.2
Future policy benefits and other policyholders' liabilities.....         4,416.6              4,007.3
Short-term and long-term debt...................................         1,766.9              1,899.3
Other liabilities...............................................         2,785.1              3,380.7
Closed Block liabilities........................................         9,091.3              9,221.4
Separate Accounts liabilities...................................        29,598.3             24,531.0
                                                                  -----------------    -----------------
      Total liabilities.........................................        69,523.8             64,950.9
                                                                  -----------------    -----------------

Commitments and contingencies (Notes 10, 12, 13, 14 and 15)

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..................................         3,105.8              3,105.8
Retained earnings...............................................           798.7                788.4
Net unrealized investment gains.................................           189.9                396.5
Minimum pension liability.......................................           (12.9)               (35.1)
                                                                  -----------------    -----------------
      Total shareholder's equity................................         4,084.0              4,258.1
                                                                  -----------------    -----------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY......................   $    73,607.8        $    69,209.0
                                                                  =================    =================
</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, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                1996               1995               1994
                                                          -----------------  -----------------  -----------------
                                                                              (IN MILLIONS)
<S>                                                       <C>                <C>                <C>          
REVENUES
Universal life and investment-type product policy fee
  income................................................   $      874.0       $       788.2      $       715.0
Premiums................................................          597.6               606.8              625.6
Net investment income...................................        2,175.9             2,088.2            1,998.6
Investment (losses) gains, net..........................           (9.8)                5.3               91.8
Commissions, fees and other income......................        1,081.8               897.1              847.4
Contribution from the Closed Block......................          125.0               143.2              137.0
                                                          -----------------  -----------------  -----------------

      Total revenues....................................        4,844.5             4,528.8            4,415.4
                                                          -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances....        1,270.2             1,248.3            1,201.3
Policyholders' benefits.................................        1,317.7             1,008.6              914.9
Other operating costs and expenses......................        2,048.0             1,775.8            1,857.7
                                                          -----------------  -----------------  -----------------

      Total benefits and other deductions...............        4,635.9             4,032.7            3,973.9
                                                          -----------------  -----------------  -----------------

Earnings from continuing operations before Federal
  income taxes, minority interest and cumulative
  effect of accounting change...........................          208.6               496.1              441.5
Federal income taxes....................................            9.7               120.5              100.2
Minority interest in net income of consolidated
  subsidiaries..........................................           81.7                62.8               50.4
                                                          -----------------  -----------------  -----------------
Earnings from continuing operations before
  cumulative effect of accounting change................          117.2               312.8              290.9
Discontinued operations, net of Federal income taxes....          (83.8)                -                  -
Cumulative effect of accounting change, net of Federal
  income taxes..........................................          (23.1)                -                (27.1)
                                                          -----------------  -----------------  -----------------

Net Earnings............................................   $       10.3       $       312.8      $       263.8
                                                          =================  =================  =================
</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
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                      1996               1995               1994
                                                                -----------------  -----------------  -----------------
                                                                                    (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 as
  previously reported.........................................        2,913.6             2,913.6            2,613.6
Cumulative effect on prior years of retroactive restatement
  for accounting change.......................................          192.2               192.2              192.2
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, beginning of year as restated.        3,105.8             3,105.8            2,805.8
Additional capital in excess of par value.....................            -                   -                300.0
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, end of year...................        3,105.8             3,105.8            3,105.8
                                                                -----------------  -----------------  -----------------

Retained earnings, beginning of year as previously reported...          781.6               484.0              217.6
Cumulative effect on prior years of retroactive restatement
  for accounting change.......................................            6.8                (8.4)              (5.8)
                                                                -----------------  -----------------  -----------------
Retained earnings, beginning of year as restated..............          788.4               475.6              211.8
Net earnings..................................................           10.3               312.8              263.8
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................          798.7               788.4              475.6
                                                                -----------------  -----------------  -----------------

Net unrealized investment gains (losses), beginning of year
  as previously reported......................................          338.2              (203.0)             131.9
Cumulative effect on prior years of retroactive restatement
  for accounting change.......................................           58.3               (17.5)              12.7
                                                                -----------------  -----------------  -----------------
Net unrealized investment gains (losses), beginning of
  year as restated............................................          396.5              (220.5)             144.6
Change in unrealized investment (losses) gains................         (206.6)              617.0             (365.1)
                                                                -----------------  -----------------  -----------------
Net unrealized investment gains (losses), end of year.........          189.9               396.5             (220.5)
                                                                -----------------  -----------------  -----------------

Minimum pension liability, beginning of year..................          (35.1)               (2.7)             (15.0)
Change in minimum pension liability...........................           22.2               (32.4)              12.3
                                                                -----------------  -----------------  -----------------
Minimum pension liability, end of year........................          (12.9)              (35.1)              (2.7)
                                                                -----------------  -----------------  -----------------

TOTAL SHAREHOLDER'S EQUITY, END OF YEAR.......................   $    4,084.0       $     4,258.1      $     3,360.7
                                                                =================  =================  =================
</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, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                      1996               1995               1994
                                                                -----------------  -----------------  -----------------
                                                                                    (IN MILLIONS)

<S>                                                             <C>                <C>                <C>          
Net earnings..................................................   $       10.3       $       312.8      $       263.8
Adjustments to reconcile net earnings to net cash
  provided by operating activities:
  Interest credited to policyholders' account balances........        1,270.2             1,248.3            1,201.3
  Universal life and investment-type policy fee income........         (874.0)             (788.2)            (715.0)
  Investment losses (gains)...................................            9.8                (5.3)             (91.8)
  Change in Federal income taxes payable......................         (197.1)              221.6               38.3
  Other, net..................................................          364.4               127.3              (19.4)
                                                                -----------------  -----------------  -----------------

Net cash provided by operating activities.....................          583.6             1,116.5              677.2
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        2,275.1             1,897.4            2,323.8
  Sales.......................................................        8,964.3             8,867.1            5,816.6
  Return of capital from joint ventures and limited
    partnerships..............................................           78.4                65.2               39.0
  Purchases...................................................      (12,559.6)          (11,675.5)          (7,564.7)
  Decrease (increase) in loans to discontinued GIC Segment....        1,017.0             1,226.9              (40.0)
  Other, net..................................................           56.7              (624.7)            (478.1)
                                                                -----------------  -----------------  -----------------

Net cash (used) provided by investing activities..............         (168.1)             (243.6)              96.6
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits..................................................        1,925.4             2,586.5            2,082.5
    Withdrawals...............................................       (2,385.2)           (2,657.1)          (2,864.4)
  Net decrease in short-term financings.......................            (.3)              (16.4)            (173.0)
  Additions to long-term debt.................................            -                 599.7               51.8
  Repayments of long-term debt................................         (124.8)              (40.7)            (199.8)
  Proceeds from issuance of Alliance units....................            -                   -                100.0
  Payment of obligation to fund accumulated deficit of
    discontinued GIC Segment..................................            -              (1,215.4)               -
  Capital contribution from the Holding Company...............            -                   -                300.0
  Other, net..................................................          (66.5)              (48.4)              26.5
                                                                -----------------  -----------------  -----------------

Net cash (used) by financing activities.......................         (651.4)             (791.8)            (676.4)
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................         (235.9)               81.1               97.4
Cash and cash equivalents, beginning of year..................          774.7               693.6              596.2
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      538.8       $       774.7      $       693.6
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $      109.9       $        89.6      $        34.9
                                                                =================  =================  =================
  Income Taxes (Refunded) Paid................................   $      (10.0)      $       (82.7)     $        49.2
                                                                =================  =================  =================
</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") converted to a stock life insurance  company on July 22, 1992 and
        became a wholly owned subsidiary of The Equitable Companies Incorporated
        (the  "Holding   Company").   Equitable  Life's  insurance  business  is
        conducted  principally  by  Equitable  Life and its  wholly  owned  life
        insurance   subsidiary,   Equitable   Variable  Life  Insurance  Company
        ("EVLICO").  Effective January 1, 1997, EVLICO was merged into Equitable
        Life, which will continue to conduct the Company's  insurance  business.
        Equitable Life's  investment  management  business,  which comprises the
        Investment  Services  segment,  is  conducted  principally  by  Alliance
        Capital Management L.P.  ("Alliance"),  Equitable Real Estate Investment
        Management,  Inc.  ("EREIM")  and  Donaldson,  Lufkin &  Jenrette,  Inc.
        ("DLJ"), an investment banking and brokerage affiliate. AXA-UAP ("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  60.8% at  December  31, 1996 (63.6%
        assuming conversion of Series E Convertible  Preferred Stock held by AXA
        and 54.4% if all  securities  convertible  into,  and options on, common
        stock were to be converted or exercised).

 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").

        The accompanying  consolidated financial statements include the accounts
        of  Equitable  Life and its  wholly  owned life  insurance  subsidiaries
        (collectively,   the  "Insurance  Group");  non-insurance  subsidiaries,
        principally  Alliance,  an investment advisory subsidiary,  and EREIM, a
        real estate investment management subsidiary; 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
        and   liabilities  and  results  of  operations  are  presented  in  the
        consolidated  financial  statements  as single  line items (see Note 6).
        Unless specifically stated, all disclosures  contained herein supporting
        the consolidated  financial  statements exclude the Closed Block related
        amounts.

        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.

        All  significant  intercompany   transactions  and  balances  have  been
        eliminated in  consolidation  other than  intercompany  transactions and
        balances with the Closed Block and the discontinued  Guaranteed Interest
        Contract ("GIC") Segment (see Note 7).

        The years  "1996,"  "1995" and "1994" refer to the years ended  December
        31, 1996, 1995 and 1994, respectively.

        Certain  reclassifications  have been made in the amounts  presented for
        prior periods to conform these periods with the 1996 presentation.

                                      F-6
<PAGE>

        Closed Block
        ------------

        As of July 22, 1992, Equitable Life established the Closed Block for the
        benefit of certain  classes of  individual  participating  policies  for
        which Equitable Life had a dividend scale payable in 1991 and which were
        in force on that date.  Assets were  allocated to the Closed Block in an
        amount which,  together with anticipated revenues from policies included
        in the Closed Block, was 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
        holders of policies  included in the Closed Block and will not revert to
        the  benefit  of  the  Holding  Company.  The  plan  of  demutualization
        prohibits  the  reallocation,  transfer,  borrowing or lending of assets
        between the Closed Block and other portions of Equitable  Life's General
        Account,  any of its Separate  Accounts or to 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
        -----------------------

        In 1991,  the Company's  management  adopted a plan to  discontinue  the
        business  operations  of  the  GIC  Segment,  consisting  of  the  Group
        Non-Participating Wind-Up Annuities ("Wind-Up Annuities") and Guaranteed
        Interest Contract ("GIC") lines of business.  The Company  established a
        pre-tax  provision  for the  estimated  future losses of the GIC line of
        business  and a premium  deficiency  reserve for the Wind-Up  Annuities.
        Subsequent losses incurred have been charged to the two loss provisions.
        Management  reviews the  adequacy  of the  allowance  and  reserve  each
        quarter. During the fourth quarter 1996 review, management determined it
        was necessary to increase the  allowance  for expected  future losses of
        the  GIC  Segment.  Management  believes  the  loss  provisions  for GIC
        contracts  and Wind-Up  Annuities  at December  31, 1996 are adequate to
        provide  for all  future  losses;  however,  the  determination  of loss
        provisions  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 (See Note 7).

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

        In 1996, the Company changed its method of accounting for  long-duration
        participating  life  insurance  contracts,  primarily  within the Closed
        Block,  in  accordance  with the  provisions  prescribed by Statement of
        Financial   Accounting  Standards  ("SFAS")  No.  120,  "Accounting  and
        Reporting  by  Mutual  Life  Insurance   Enterprises  and  by  Insurance
        Enterprises  for Certain  Long-Duration  Participating  Contracts".  The
        effect of this change,  including the impact on the Closed Block, was to
        increase earnings from continuing operations before cumulative effect of
        accounting change by $19.2 million, net of Federal income taxes of $10.3
        million for 1996.  The financial  statements for 1995 and 1994 have been
        retroactively  restated  for the change  which  resulted  in an increase
        (decrease) in earnings before  cumulative effect of accounting change of
        $15.2 million,  net of Federal income taxes of $8.2 million,  and $(2.6)
        million,   net  of  Federal   income  tax   benefit  of  $1.0   million,
        respectively.  Shareholder's  equity  increased  $199.1  million  as  of
        January 1, 1994 for the  effect of  retroactive  application  of the new
        method.  (See  "Deferred  Policy  Acquisition  Costs,"   "Policyholders'
        Account Balances and Future Policy Benefits" and Note 6.)

        The Company implemented SFAS No. 121,  "Accounting for the Impairment of
        Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of," as of
        January 1, 1996. The statement  requires  long-lived  assets and certain
        identifiable  intangibles be reviewed for impairment  whenever events or
        changes in circumstances

                                      F-7
<PAGE>

        indicate  the  carrying  value of such  assets  may not be  recoverable.
        Effective with SFAS No. 121's adoption,  impaired real estate is written
        down to fair value with the impairment loss being included in investment
        gains  (losses),  net.  Before  implementing  SFAS  No.  121,  valuation
        allowances  on real  estate  held  for the  production  of  income  were
        computed  using the forecasted  cash flows of the respective  properties
        discounted at a rate equal to the Company's cost of funds.  The adoption
        of the  statement  resulted in the release of  valuation  allowances  of
        $152.4 million and recognition of impairment losses of $144.0 million on
        real estate held and used. Real estate which management has committed to
        disposing of by sale or  abandonment  is classified as real estate to be
        disposed  of.  Valuation  allowances  on real  estate to be  disposed of
        continue  to be  computed  using the lower of  estimated  fair  value or
        depreciated cost, net of disposition  costs.  Implementation of the SFAS
        No. 121 impairment  requirements relative to other assets to be disposed
        of  resulted  in a charge  for the  cumulative  effect of an  accounting
        change of $23.1  million,  net of a Federal  income tax benefit of $12.4
        million,  due to the  writedown  to fair value of building  improvements
        relating to facilities being vacated beginning in 1996.

        In the  first  quarter  of 1995,  the  Company  adopted  SFAS  No.  114,
        "Accounting  by Creditors  for  Impairment  of a Loan".  This  statement
        applies to all loans,  including  loans  restructured in a troubled debt
        restructuring   involving  a  modification  of  terms.   This  statement
        addresses the  accounting  for  impairment  of a loan by specifying  how
        allowances for credit losses should be determined. Impaired loans within
        the scope of this  statement are measured  based on the present value of
        expected future cash flows discounted at the loan's  effective  interest
        rate,  at the loan's  observable  market  price or the fair value of the
        collateral if the loan is collateral dependent. The Company provides for
        impairment  of loans  through an  allowance  for  possible  losses.  The
        adoption of this  statement did not have a material  effect on the level
        of these  allowances  or on the  Company's  consolidated  statements  of
        earnings and shareholder's equity.

        Beginning  coincident  with  issuance of SFAS No. 115,  "Accounting  for
        Certain  Investments  in Debt  and  Equity  Securities,"  implementation
        guidance in November  1995,  the Financial  Accounting  Standards  Board
        ("FASB") permitted  companies a one-time  opportunity,  through December
        31, 1995, to reassess the  appropriateness  of the classification of all
        securities  held  at  that  time.  On  December  1,  1995,  the  Company
        transferred  $4,794.9  million  of  securities  classified  as  held  to
        maturity to the available for sale portfolio. As a result,  consolidated
        shareholder's equity increased by $149.4 million, net of deferred policy
        acquisition costs ("DAC"),  amounts  attributable to participating group
        annuity contracts and deferred Federal income taxes.

        In the fourth  quarter of 1994  (effective  as of January 1, 1994),  the
        Company adopted SFAS No. 112, "Employers'  Accounting for Postemployment
        Benefits,"  which  required  employers to recognize  the  obligation  to
        provide  postemployment  benefits.   Implementation  of  this  statement
        resulted in a charge for the cumulative  effect of accounting  change of
        $27.1 million, net of a Federal income tax benefit of $14.6 million.

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

        The FASB issued SFAS No. 123, "Accounting for Stock-Based Compensation,"
        which permits  entities to recognize as expense over the vesting  period
        the  fair  value of all  stock-based  awards  on the  date of grant  or,
        alternatively,  to  continue  to  apply  the  provisions  of  Accounting
        Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
        Employees,"  and  related  interpretations.  Companies  which  elect  to
        continue to apply APB  Opinion No. 25 must  provide pro forma net income
        disclosures  for employee  stock  option  grants made in 1995 and future
        years as if the fair-value-based method defined in SFAS No. 123 had been
        applied.  The Company  accounts for stock option plans  sponsored by the
        Holding  Company,  DLJ and Alliance in accordance with the provisions of
        APB Opinion No. 25 (see Note 21).

                                      F-8
<PAGE>

        In June 1996,  the FASB issued SFAS No. 125,  "Accounting  for Transfers
        and Servicing of Financial Assets and  Extinguishments  of Liabilities".
        SFAS No. 125 specifies the  accounting  and reporting  requirements  for
        transfers  of financial  assets,  the  recognition  and  measurement  of
        servicing  assets and  liabilities and  extinguishments  of liabilities.
        SFAS No. 125 is effective for transactions  occurring after December 31,
        1996 and is to be applied  prospectively.  In  December  1996,  the FASB
        issued  SFAS  No.  127,  "Deferral  of the  Effective  Date  of  Certain
        Provisions  of FASB  Statement  No.  125," which defers for one year the
        effective  date  of  provisions   relating  to  secured  borrowings  and
        collateral and transfers of financial assets that are part of repurchase
        agreements,  dollar-roll,  securities lending and similar  transactions.
        Management has not yet determined  the effect of  implementing  SFAS No.
        125.

        Valuation of Investments
        ------------------------

        Fixed  maturities  identified  as  available  for sale are  reported  at
        estimated fair value. The amortized cost of fixed maturities is adjusted
        for impairments in value deemed to be other than temporary.

        Mortgage loans on real estate are stated at unpaid  principal  balances,
        net of unamortized  discounts and valuation  allowances.  Effective with
        the  adoption  of  SFAS  No.  114 on  January  1,  1995,  the  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.  Prior to the adoption of SFAS No. 114, the valuation
        allowances were based on losses expected by management to be realized on
        transfers  of  mortgage  loans  to  real  estate  (upon  foreclosure  or
        in-substance foreclosure),  on the disposition or settlement of mortgage
        loans and on mortgage loans  management  believed may not be collectible
        in full. In establishing  valuation  allowances,  management  previously
        considered,   among  other  things  the  estimated  fair  value  of  the
        underlying collateral.

        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  available  for sale are  computed  using  the  lower of  current
        estimated  fair value or depreciated  cost,  net of  disposition  costs.
        Prior to the  adoption of SFAS No.  121,  valuation  allowances  on real
        estate  held for the  production  of  income  were  computed  using  the
        forecasted cash flows of the respective  properties discounted at a rate
        equal to the Company's cost of funds.

        Policy loans are stated at unpaid principal balances.

        Partnerships  and joint venture  interests in which the Company does not
        have control and a majority economic interest are reported on the equity
        basis of accounting  and are included  either with equity real estate or
        other equity investments, as appropriate.

        Common  stocks are carried at  estimated  fair value and are included in
        other equity investments.

        Short-term  investments are stated at amortized cost which  approximates
        fair value and are included with other invested assets.

        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.

        Investment Results and Unrealized Investment Gains (Losses)
        -----------------------------------------------------------

        Net  investment   income  and  realized   investment  gains  and  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.

                                      F-9
<PAGE>

        Realized   investment  gains  and  losses  are  determined  by  specific
        identification  and are  presented as a component of revenue.  Valuation
        allowances are netted  against the asset  categories to which they apply
        and changes in the valuation allowances are included in investment gains
        or losses.

        Unrealized investment gains and losses on fixed maturities available for
        sale and equity  securities  held by the Company are  accounted for as a
        separate  component of  shareholder's  equity,  net of related  deferred
        Federal  income taxes,  amounts  attributable  to the  discontinued  GIC
        Segment,  participating  group  annuity  contracts,  and DAC  related to
        universal   life  and   investment-type   products   and   participating
        traditional life contracts.

        Recognition of Insurance Income and Related Expenses
        ----------------------------------------------------

        Premiums from universal life and investment-type  contracts are reported
        as deposits to  policyholders'  account  balances.  Revenues  from these
        contracts   consist  of  amounts  assessed  during  the  period  against
        policyholders'   account   balances  for   mortality   charges,   policy
        administration charges and surrender charges. Policy benefits and claims
        that are  charged to expense  include  benefit  claims  incurred  in the
        period in excess of related policyholders' account balances.

        Premiums from participating and  non-participating  traditional life and
        annuity  policies with life  contingencies  generally are  recognized as
        income when due.  Benefits  and expenses are matched with such income so
        as to  result  in the  recognition  of  profits  over  the  life  of the
        contracts.  This match is  accomplished  by means of the  provision  for
        liabilities  for future policy  benefits and the deferral and subsequent
        amortization of policy acquisition costs.

        For  contracts  with a single  premium  or a limited  number of  premium
        payments due over a  significantly  shorter period than the total period
        over which  benefits are provided,  premiums are recorded as income when
        due with any  excess  profit  deferred  and  recognized  in  income in a
        constant  relationship  to  insurance  in force or, for  annuities,  the
        amount of expected future benefit payments.

        Premiums from individual  health contracts are recognized as income over
        the period to which the premiums  relate in  proportion to the amount of
        insurance protection provided.

        Deferred Policy Acquisition Costs
        ---------------------------------

        The  costs  of  acquiring   new   business,   principally   commissions,
        underwriting,  agency and policy issue expenses,  all of which vary with
        and  are  primarily  related  to the  production  of new  business,  are
        deferred. DAC is subject to recoverability testing at the time of policy
        issue and loss recognition testing at the end of each accounting period.

        For  universal  life  products  and  investment-type  products,  DAC  is
        amortized  over the expected  total life of the contract  group (periods
        ranging  from  15 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 unrealized  gains (losses) in consolidated
        shareholder's equity as of the balance sheet date.

        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, 1996, the expected  investment  yield ranged from
        7.30% grading to 7.68% over 13 years.  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.  Deviations of actual results
        from  estimated  experience are reflected in earnings in the period such
        deviations  occur.  The effect on the DAC asset that would  result  from
        realization of unrealized gains (losses) is recognized with an offset to
        unrealized gains (losses) in consolidated shareholder's equity as of the
        balance sheet date.

                                      F-10
<PAGE>

        For  non-participating  traditional  life and annuity policies with life
        contingencies,  DAC is amortized in proportion to anticipated  premiums.
        Assumptions  as to  anticipated  premiums  are  estimated at the date of
        policy  issue  and  are  consistently  applied  during  the  life of the
        contracts.   Deviations  from  estimated  experience  are  reflected  in
        earnings in the period such deviations  occur. For these contracts,  the
        amortization periods generally are for the total life of the policy.

        For  individual  health  benefit  insurance,  DAC is amortized  over the
        expected  average  life of the  contracts  (10 years  for major  medical
        policies  and  20  years  for  disability  income  ("DI")  products)  in
        proportion  to  anticipated  premium  revenue  at time of issue.  In the
        fourth quarter of 1996, the DAC related to DI contracts  issued prior to
        July 1993 was written off.

        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 represent 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,
        include a margin for adverse deviation.  When the liabilities for future
        policy benefits plus the present value of expected future gross premiums
        for a product are  insufficient  to provide for expected  future  policy
        benefits  and  expenses  for  that  product,  DAC  is  written  off  and
        thereafter,  if required, a premium deficiency reserve is established by
        a charge to earnings.  Benefit  liabilities  for  traditional  annuities
        during the accumulation period are equal to accumulated contractholders'
        fund balances and after  annuitization are equal to the present value of
        expected  future  payments.  Interest  rates used in  establishing  such
        liabilities range from 2.25% to 11.5% for life insurance liabilities and
        from 2.25% to 13.5% for annuity liabilities.

        During  the  fourth  quarter  of  1996,  a  loss  recognition  study  on
        participating group annuity contracts and conversion annuities ("Pension
        Par") was completed  which  included  management's  revised  estimate of
        assumptions, including expected mortality and future investment returns.
        The  study's  results   prompted   management  to  establish  a  premium
        deficiency reserve which decreased  earnings from continuing  operations
        and net earnings by $47.5 million ($73.0 million pre-tax).

        Individual  health  benefit  liabilities  for active lives are estimated
        using  the net  level  premium  method,  and  assumptions  as to  future
        morbidity,  withdrawals and interest.  Benefit  liabilities for disabled
        lives are  estimated  using the  present  value of  benefits  method and
        experience assumptions as to claim terminations, expenses and interest.

        During  the  fourth  quarter  of  1996,  the  Company  completed  a loss
        recognition  study of the DI business  which  incorporated  management's
        revised  estimates  of  future  experience  with  regard  to  morbidity,
        investment  returns,   claims  and  administration  expenses  and  other
        factors.  The study  indicated DAC was not  recoverable and the reserves
        were  not  sufficient.  Earnings  from  continuing  operations  and  net
        earnings  decreased  by $208.0  million  ($320.0  million  pre-tax) as a
        result of  strengthening  DI reserves by $175.0  million and writing off
        unamortized  DAC of $145.0  million.  The  determination  of DI reserves
        requires  making  assumptions  and  estimates  relating  to a variety of
        factors,  including  morbidity and interest rates, claims experience and
        lapse

                                      F-11
<PAGE>

        rates based on then known facts and circumstances. Such factors as claim
        incidence  and  termination  rates can be  affected  by  changes  in the
        economic,  legal  and  regulatory  environments  and work  ethic.  While
        management believes its 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  disability
        income and major medical policies were $711.8 million and $639.6 million
        at December 31, 1996 and 1995, respectively (excluding $175.0 million of
        reserve  strengthening in 1996).  Incurred benefits  (benefits paid plus
        changes in claim reserves) and benefits paid for individual DI and major
        medical policies  (excluding $175.0 million of reserve  strengthening in
        1996) are summarized as follows:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Incurred benefits related to current year..........  $       189.0       $      176.0       $      188.6
        Incurred benefits related to prior years...........           69.1               67.8               28.7
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       258.1       $      243.8       $      217.3
                                                            =================   ================   =================
        Benefits paid related to current year..............  $        32.6       $       37.0       $       43.7
        Benefits paid related to prior years...............          153.3              137.8              132.3
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       185.9       $      174.8       $      176.0
                                                            =================   ================   =================
</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.

        Equitable  Life is subject  to  limitations  on the amount of  statutory
        profits  which can be  retained  with  respect  to  certain  classes  of
        individual  participating  policies  that were in force on July 22, 1992
        which  are  not  included  in the  Closed  Block  and  with  respect  to
        participating  policies  issued  subsequent  to July  22,  1992.  Excess
        statutory  profits,  if  any,  will  be  distributed  over  time to such
        policyholders and will not be available to Equitable Life's shareholder.
        Earnings  in  excess  of  limitations,  if  any,  would  be  accrued  as
        policyholders' dividends.

        At December 31, 1996,  participating  policies,  including  those in the
        Closed Block, represent  approximately 24.2% ($52.3 billion) of directly
        written life insurance in force, net of amounts ceded.

        Federal Income Taxes
        --------------------

        The  Company  files a  consolidated  Federal  income tax return with the
        Holding Company and its non-life insurance subsidiaries. Current Federal
        income taxes were 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  were
        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 the Separate Accounts liabilities.

                                      F-12
<PAGE>

        Assets  and  liabilities  of the  Separate  Accounts,  representing  net
        deposits  and  accumulated  net  investment  earnings  less  fees,  held
        primarily  for  the  benefit  of  contractholders,  and  for  which  the
        Insurance Group does not bear the investment risk, are shown as separate
        captions in the consolidated  balance sheets.  The Insurance Group bears
        the investment risk on assets held in one Separate  Account,  therefore,
        such assets are carried on the same basis as similar  assets held in the
        General Account  portfolio.  Assets held in the other Separate  Accounts
        are carried at quoted  market  values or,  where  quoted  values are not
        available,  at  estimated  fair values as  determined  by the  Insurance
        Group.

        The investment results of Separate Accounts on which the Insurance Group
        does not bear the  investment  risk are  reflected  directly in Separate
        Accounts  liabilities.  For 1996, 1995 and 1994,  investment  results of
        such  Separate  Accounts  were $2,970.6  million,  $1,963.2  million and
        $665.2 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.

                                      F-13
<PAGE>

 3)     INVESTMENTS

        The following tables provide  additional  information  relating to fixed
maturities and equity securities:

<TABLE>
<CAPTION>
                                                                        GROSS               GROSS
                                                   AMORTIZED          UNREALIZED         UNREALIZED         ESTIMATED
                                                      COST              GAINS              LOSSES           FAIR VALUE
                                                -----------------  -----------------   ----------------   ---------------
                                                                             (IN MILLIONS)
        <S>                                     <C>                <C>                 <C>                <C>         
        DECEMBER 31, 1996
        -----------------
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    13,645.2      $       451.5       $      121.0       $   13,975.7
            Mortgage-backed....................        2,015.9               11.2               20.3            2,006.8
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,539.4               39.2               19.3            1,559.3
            States and political subdivisions..           77.0                4.5                -                 81.5
            Foreign governments................          302.6               18.0                2.2              318.4
            Redeemable preferred stock.........          139.1                3.3                7.1              135.3
                                                -----------------  -----------------   ----------------   ---------------
        Total Available for Sale...............  $    17,719.2      $       527.7       $      169.9       $   18,077.0
                                                =================  =================   ================   ===============
        Equity Securities:
          Common stock.........................  $        98.7      $        49.3       $       17.7       $      130.3
                                                =================  =================   ================   ===============

        December 31, 1995
        -----------------
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $    10,910.7      $       617.6       $      118.1       $   11,410.2
            Mortgage-backed....................        1,838.0               31.2                1.2            1,868.0
            U.S. Treasury securities and
              U.S. government and
              agency securities................        2,257.0               77.8                4.1            2,330.7
            States and political subdivisions..           45.7                5.2                -                 50.9
            Foreign governments................          124.5               11.0                 .2              135.3
            Redeemable preferred stock.........          108.1                5.3                8.6              104.8
                                                -----------------  -----------------   ----------------   ---------------
        Total Available for Sale...............  $    15,284.0      $       748.1       $      132.2       $   15,899.9
                                                =================  =================   ================   ===============
        Equity Securities:
          Common stock.........................  $        97.3      $        49.1       $       18.0       $      128.4
                                                =================  =================   ================   ===============
</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 has
        determined  an  estimated  fair  value  using  a  discounted  cash  flow
        approach, including provisions for credit risk, generally based upon the
        assumption  such  securities  will be held to maturity.  Estimated  fair
        value for equity  securities,  substantially  all of which do not have a
        readily  ascertainable market value, has 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, 1996 and 1995,  securities
        without a readily ascertainable market value having an amortized cost of
        $3,915.7 million and $3,748.9 million,  respectively, had estimated fair
        values of $4,024.6 million and $3,981.8 million, respectively.

                                      F-14
<PAGE>

        The contractual maturity of bonds at December 31, 1996 is shown below:

                                                   AVAILABLE FOR SALE
                                           ------------------------------------
                                              AMORTIZED          ESTIMATED
                                                COST             FAIR VALUE
                                           ----------------   -----------------
                                                      (IN MILLIONS)

        Due in one year or less...........  $      539.6       $      542.5
        Due in years two through five.....       2,776.2            2,804.0
        Due in years six through ten......       6,044.7            6,158.1
        Due after ten years...............       6,203.7            6,430.3
        Mortgage-backed securities........       2,015.9            2,006.8
                                           ----------------   -----------------
        Total.............................  $   17,580.1       $   17,941.7
                                           ================   =================

        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
        the total  investments  in any single  issuer or total  investment  in 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,
        1996,  approximately 14.20% of the $17,563.7 million aggregate amortized
        cost of bonds held by the  Insurance  Group were  considered to be other
        than investment grade.

        In addition to its  holdings of  corporate  high yield  securities,  the
        Insurance Group is an equity investor in limited  partnership  interests
        which  primarily  invest  in  securities  considered  to be  other  than
        investment grade.

        The Company has  restructured  or  modified  the terms of certain  fixed
        maturity  investments.  The fixed maturity  portfolio includes amortized
        costs of $5.5  million and $15.9  million at December 31, 1996 and 1995,
        respectively,  of such  restructured  securities.  These amounts include
        fixed  maturities  which are in default as to principal  and/or interest
        payments,  are to be restructured pursuant to commenced  negotiations or
        where the  borrowers  went into  bankruptcy  subsequent  to  acquisition
        (collectively,  "problem  fixed  maturities")  of $2.2  million and $1.6
        million as of December 31, 1996 and 1995,  respectively.  Gross interest
        income that would have been  recorded in  accordance  with the  original
        terms of restructured  fixed maturities  amounted to $1.4 million,  $3.0
        million and $7.5  million in 1996,  1995 and 1994,  respectively.  Gross
        interest  income on these fixed  maturities  included in net  investment
        income  aggregated $1.3 million,  $2.9 million and $6.8 million in 1996,
        1995 and 1994, respectively.

                                      F-15
<PAGE>

        Investment valuation allowances and changes thereto are shown below:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Balances, beginning of year........................  $       325.3       $      284.9       $      355.6
        SFAS No. 121 release...............................         (152.4)               -                  -
        Additions charged to income........................          125.0              136.0               51.0
        Deductions for writedowns and
          asset dispositions...............................         (160.8)             (95.6)            (121.7)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       137.1       $      325.3       $      284.9
                                                            =================   ================   =================
        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        50.4       $       65.5       $       64.2
          Equity real estate...............................           86.7              259.8              220.7
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       137.1       $      325.3       $      284.9
                                                            =================   ================   =================
</TABLE>

        At December 31, 1996, the carrying  values of  investments  held for the
        production  of income  which were  non-income  producing  for the twelve
        months preceding the consolidated  balance sheet date were $25.0 million
        of fixed maturities and $2.6 million of mortgage loans on real estate.

        At  December  31,  1996 and 1995,  mortgage  loans on real  estate  with
        scheduled payments 60 days (90 days for agricultural  mortgages) or more
        past due or in  foreclosure  (collectively,  "problem  mortgage loans on
        real  estate") had an  amortized  cost of $12.4  million  (0.4% of total
        mortgage loans on real estate) and $87.7 million (2.4% of total mortgage
        loans on real estate), respectively.

        The payment terms of mortgage loans on real estate may from time to time
        be  restructured or modified.  The investment in  restructured  mortgage
        loans on real  estate,  based on  amortized  cost,  amounted  to  $388.3
        million and $531.5 million at December 31, 1996 and 1995,  respectively.
        These amounts include $1.0 million and $3.8 million of problem  mortgage
        loans on real estate at December 31, 1996 and 1995, 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 $35.5 million, $52.1 million and $44.9 million in 1996, 1995
        and 1994, respectively. Gross interest income on these loans included in
        net investment income aggregated $28.2 million,  $37.4 million and $32.8
        million in 1996, 1995 and 1994, respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:

<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,
                                                                            ----------------------------------------
                                                                                   1996                 1995
                                                                            -------------------  -------------------
                                                                                         (IN MILLIONS)

        <S>                                                                 <C>                  <C>           
        Impaired mortgage loans with provision for losses..................  $        340.0       $        310.1
        Impaired mortgage loans with no provision for losses...............           122.3                160.8
                                                                            -------------------  -------------------
        Recorded investment in impaired mortgage loans.....................           462.3                470.9
        Provision for losses...............................................            46.4                 62.7
                                                                            -------------------  -------------------
        Net Impaired Mortgage Loans........................................  $        415.9       $        408.2
                                                                            ===================  ===================
</TABLE>

        Impaired mortgage loans with no 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

                                      F-16
<PAGE>

        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  1996 and 1995,  respectively,  the  Company's  average  recorded
        investment  in  impaired  mortgage  loans was $552.1  million and $429.0
        million.  Interest  income  recognized on these impaired  mortgage loans
        totaled $38.8 million and $27.9 million for 1996 and 1995, respectively,
        including $17.9 million and $13.4 million recognized on a cash basis.

        The Insurance Group's investment in equity real estate is through direct
        ownership  and through  investments  in real estate joint  ventures.  At
        December  31, 1996 and 1995,  the  carrying  value of equity real estate
        available  for sale  amounted  to $345.6  million  and  $255.5  million,
        respectively.  For 1996,  1995 and 1994,  respectively,  real  estate of
        $58.7  million,  $35.3  million  and  $189.8  million  was  acquired  in
        satisfaction  of debt. At December 31, 1996 and 1995,  the Company owned
        $771.7 million and $862.7 million, respectively, of real estate acquired
        in satisfaction of debt.

        Depreciation of real estate 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 $587.5
        million and $662.4 million at December 31, 1996 and 1995,  respectively.
        Depreciation  expense  on real  estate  totaled  $91.8  million,  $121.7
        million and $117.0 million for 1996, 1995 and 1994,  respectively.  As a
        result  of  the   implementation   of  SFAS  No.  121,  during  1996  no
        depreciation  expense has been  recorded on real  estate  available  for
        sale.

                                      F-17
<PAGE>

 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial  information of real estate joint ventures
        (34 and 38  individual  ventures  as of  December  31,  1996  and  1995,
        respectively) and of limited  partnership  interests accounted for under
        the equity  method,  in which the  Company  has an  investment  of $10.0
        million  or  greater  and an equity  interest  of 10% or  greater  is as
        follows:

<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,
                                                                                ------------------------------------
                                                                                     1996                1995
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
        <S>                                                                     <C>                <C>         
        FINANCIAL POSITION
        Investments in real estate, at depreciated cost........................  $    1,883.7       $    2,684.1
        Investments in securities, generally at estimated fair value...........       2,430.6            2,459.8
        Cash and cash equivalents..............................................          98.0              489.1
        Other assets...........................................................         427.0              270.8
                                                                                ----------------   -----------------
        Total assets...........................................................       4,839.3            5,903.8
                                                                                ----------------   -----------------
        Borrowed funds - third party...........................................       1,574.3            1,782.3
        Borrowed funds - the Company...........................................         137.9              220.5
        Other liabilities......................................................         415.8              593.9
                                                                                ----------------   -----------------
        Total liabilities......................................................       2,128.0            2,596.7
                                                                                ----------------   -----------------

        Partners' Capital......................................................  $    2,711.3       $    3,307.1
                                                                                ================   =================

        Equity in partners' capital included above.............................  $      806.8       $      902.2
        Equity in limited partnership interests not included above.............         201.8              212.8
        Other..................................................................           9.8                8.9
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $    1,018.4       $    1,123.9
                                                                                ================   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       348.9       $      463.5       $      537.7
        Revenues of other limited partnership interests....          386.1              242.3              103.4
        Interest expense - third party.....................         (111.0)            (135.3)            (114.9)
        Interest expense - the Company.....................          (30.0)             (41.0)             (36.9)
        Other expenses.....................................         (282.5)            (397.7)            (430.9)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       311.5       $      131.8       $       58.4
                                                            =================   ================   =================
        Equity in net earnings included above..............  $        73.9       $       49.1       $       18.9
        Equity in net earnings of limited partnerships
          interests not included above.....................           35.8               44.8               25.3
        Other..............................................             .9                1.0                1.8
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $       110.6       $       94.9       $       46.0
                                                            =================   ================   =================
</TABLE>

                                      F-18
<PAGE>

 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

        The sources of net investment income are summarized as follows:

<TABLE>
<CAPTION>
                                                   1996               1995                1994
                                             -----------------   ----------------   -----------------
                                                                  (IN MILLIONS)

        <S>                                  <C>                 <C>                <C>         
        Fixed maturities....................  $     1,307.4       $    1,151.1       $    1,036.5
        Mortgage loans on real estate.......          303.0              329.0              385.7
        Equity real estate..................          442.4              560.4              561.8
        Other equity investments............           94.3               76.9               36.1
        Policy loans........................          160.3              144.4              122.7
        Other investment income.............          217.4              273.0              322.4
                                             -----------------   ----------------   -----------------

          Gross investment income...........        2,524.8            2,534.8            2,465.2
                                             -----------------   ----------------   -----------------

          Investment expenses...............          348.9              446.6              466.6
                                             -----------------   ----------------   -----------------

        Net Investment Income...............  $     2,175.9       $    2,088.2       $    1,998.6
                                             =================   ================   =================

        Investment  gains  (losses),  net,  including  changes in the  valuation
        allowances, are summarized as follows:
</TABLE>

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

        <S>                                                 <C>                 <C>                <C>          
        Fixed maturities...................................  $        60.5       $      119.9       $      (14.3)
        Mortgage loans on real estate......................          (27.3)             (40.2)             (43.1)
        Equity real estate.................................          (79.7)             (86.6)              20.6
        Other equity investments...........................           18.9               12.8               75.9
        Issuance and sales of Alliance Units...............           20.6                -                 52.4
        Other..............................................           (2.8)               (.6)                .3
                                                            -----------------   ----------------   -----------------
        Investment (Losses) Gains, Net.....................  $        (9.8)      $        5.3       $       91.8
                                                            =================   ================   =================
</TABLE>

        Writedowns of fixed maturities amounted to $29.9 million,  $46.7 million
        and $30.8 million for 1996, 1995 and 1994, respectively,  and writedowns
        of  equity  real  estate  subsequent  to the  adoption  of SFAS No.  121
        amounted to $23.7 million for the year ended December 31, 1996.

        For 1996,  1995 and 1994,  respectively,  proceeds  received on sales of
        fixed  maturities  classified as available for sale amounted to $8,353.5
        million,  $8,206.0 million and $5,253.9  million.  Gross gains of $154.2
        million,  $211.4  million and $65.2  million  and gross  losses of $92.7
        million, $64.2 million and $50.8 million, respectively, were realized on
        these sales. The change in unrealized  investment (losses) gains related
        to fixed maturities  classified as available for sale for 1996, 1995 and
        1994  amounted  to  $(258.0)  million,  $1,077.2  million  and  $(742.2)
        million, respectively.

        During  each  of 1995  and  1994,  one  security  classified  as held to
        maturity was sold.  During the eleven months ended November 30, 1995 and
        the  year  ended  December  31,  1994,  respectively,   twelve  and  six
        securities  so  classified  were  transferred  to the available for sale
        portfolio.  All  actions  were  taken  as  a  result  of  a  significant
        deterioration in creditworthiness.  The aggregate amortized costs of the
        securities  sold were $1.0  million  and  $19.9  million  with a related
        investment  gain of $-0- million and $.8 million  recognized in 1995 and
        1994,  respectively;  the  aggregate  amortized  cost of the  securities
        transferred  was $116.0 million and $42.8 million with gross  unrealized
        investment   losses  of  $3.2  million  and  $3.1  million   charged  to
        consolidated  shareholder's  equity for the eleven months ended November
        30, 1995 and the year ended December 31,

                                      F-19
<PAGE>

        1994,  respectively.  On  December  1,  1995,  the  Company  transferred
        $4,794.9  million of  securities  classified  as held to maturity to the
        available for sale  portfolio.  As a result,  unrealized  gains on fixed
        maturities  increased  $395.6 million,  offset by DAC of $126.5 million,
        amounts  attributable to participating  group annuity contracts of $39.2
        million and deferred Federal income taxes of $80.5 million.

        For 1996,  1995 and 1994,  investment  results passed through to certain
        participating   group   annuity   contracts  as  interest   credited  to
        policyholders'  account  balances  amounted  to $136.7  million,  $131.2
        million and $175.8 million, respectively.

        In  1996,  Alliance  acquired  the  business  of  Cursitor-Eaton   Asset
        Management   Company  and  Cursitor   Holdings  Limited   (collectively,
        "Cursitor")  for  approximately   $159.0  million.  The  purchase  price
        consisted of $94.3 million in cash,  1.8 million of Alliance's  publicly
        traded units  ("Alliance  Units"),  6% notes  aggregating  $21.5 million
        payable   ratably   over  four   years,   and   substantial   additional
        consideration  which will be determined  at a later date.  The excess of
        the purchase price,  including  acquisition costs and minority interest,
        over the fair value of Cursitor's  net assets  acquired  resulted in the
        recognition  of  intangible  assets  consisting  of  costs  assigned  to
        contracts  acquired and  goodwill of  approximately  $122.8  million and
        $38.3  million,  respectively,   which  are  being  amortized  over  the
        estimated useful lives of 20 years. The Company recognized an investment
        gain of $20.6  million as a result of the issuance of Alliance  Units in
        this  transaction.  At December 31,  1996,  the  Company's  ownership of
        Alliance Units was approximately 57.3%.

        In 1994, Alliance sold 4.96 million newly issued Alliance Units to third
        parties at prevailing  market prices.  The Company continues to hold its
        1% general partnership  interest in Alliance.  The Company recognized an
        investment gain of $52.4 million as a result of these transactions.

        Net unrealized  investment gains (losses),  included in the consolidated
        balance  sheets  as a  component  of  equity  and  the  changes  for the
        corresponding years, are summarized as follows:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

        <S>                                                 <C>                 <C>                <C>         
        Balance, beginning of year as restated.............  $       396.5       $     (220.5)      $      144.6
        Changes in unrealized investment (losses) gains....         (297.6)           1,198.9             (856.7)
        Changes in unrealized investment losses
          (gains) attributable to:
            Participating group annuity contracts..........            -                (78.1)              40.8
            DAC............................................           42.3             (216.8)             273.6
            Deferred Federal income taxes..................           48.7             (287.0)             177.2
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       189.9       $      396.5       $     (220.5)
                                                            =================   ================   =================
        Balance, end of year comprises:
          Unrealized investment gains (losses) on:
            Fixed maturities...............................  $       357.8       $      615.9       $     (461.3)
            Other equity investments.......................           31.6               31.1                7.7
            Other, principally Closed Block................           53.1               93.1               (5.1)
                                                            -----------------   ----------------   -----------------
              Total........................................          442.5              740.1             (458.7)
          Amounts of unrealized investment (gains)
            losses attributable to:
              Participating group annuity contracts........          (72.2)             (72.2)               5.9
              DAC..........................................          (52.0)             (94.3)             122.4
              Deferred Federal income taxes................         (128.4)            (177.1)             109.9
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       189.9       $      396.5       $     (220.5)
                                                            =================   ================   =================
</TABLE>

                                      F-20
<PAGE>

 6)     CLOSED BLOCK

        Summarized financial information of the Closed Block follows:

<TABLE>
<CAPTION>
                                                                                     DECEMBER 31,
                                                                         --------------------------------------
                                                                               1996                 1995
                                                                         -----------------    -----------------
                                                                                     (IN MILLIONS)
        <S>                                                              <C>                  <C>         
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $3,820.7 and $3,662.8)......................................  $    3,889.5         $    3,896.2
        Mortgage loans on real estate...................................       1,380.7              1,368.8
        Policy loans....................................................       1,765.9              1,797.2
        Cash and other invested assets..................................         336.1                440.9
        DAC.............................................................         876.5                792.6
        Other assets....................................................         246.3                286.4
                                                                         -----------------    -----------------
        Total Assets....................................................  $    8,495.0         $    8,582.1
                                                                         =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances......  $    8,999.7         $    8,923.5
        Other liabilities...............................................          91.6                297.9
                                                                         -----------------    -----------------
        Total Liabilities...............................................  $    9,091.3         $    9,221.4
                                                                         =================    =================
</TABLE>

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Revenues
        Premiums and other revenue.........................  $       724.8       $      753.4       $      798.1
        Investment income (net of investment
          expenses of $27.3, $26.7 and $19.0)..............          546.6              538.9              523.0
        Investment losses, net.............................           (5.5)             (20.2)             (24.0)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,265.9            1,272.1            1,297.1
                                                            -----------------   ----------------   -----------------
        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,106.3            1,077.6            1,121.6
        Other operating costs and expenses.................           34.6               51.3               38.5
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,140.9            1,128.9            1,160.1
                                                            -----------------   ----------------   -----------------
        Contribution from the Closed Block.................  $       125.0       $      143.2       $      137.0
                                                            =================   ================   =================
</TABLE>

        In the fourth quarter of 1996,  the Company  adopted SFAS No. 120, which
        prescribes the accounting  for individual  participating  life insurance
        contracts,  most  of  which  are  included  in  the  Closed  Block.  The
        implementation of SFAS No. 120 resulted in an increase (decrease) in the
        contribution  from the Closed Block of $27.5 million,  $18.8 million and
        $(14.0) million in 1996, 1995 and 1994, respectively.

        The fixed  maturity  portfolio,  based on amortized  cost,  includes $.4
        million and $4.3 million at December 31, 1996 and 1995, respectively, of
        restructured  securities  which includes problem fixed maturities of $.3
        million and $1.9 million, respectively.

                                      F-21
<PAGE>

        During  the  eleven  months  ended   November  30,  1995,  one  security
        classified as held to maturity was sold and ten securities classified as
        held to maturity were  transferred to the available for sale  portfolio.
        All actions resulted from significant deterioration in creditworthiness.
        The amortized cost of the security sold was $4.2 million.  The aggregate
        amortized  cost of the  securities  transferred  was $81.3  million with
        gross unrealized investment losses of $.1 million transferred to equity.
        At December 1, 1995,  $1,750.7 million of securities  classified as held
        to maturity were  transferred to the available for sale portfolio.  As a
        result,  unrealized  gains of $88.5  million  on fixed  maturities  were
        recognized, offset by DAC amortization of $52.6 million.

        At December 31, 1996 and 1995, problem mortgage loans on real estate had
        an amortized cost of $4.3 million and $36.5 million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured had an amortized cost of $114.2 million and $137.7 million,
        respectively.  At December 31, 1996 and 1995, the restructured  mortgage
        loans on real estate  amount  included  $.7  million  and $8.8  million,
        respectively, of problem mortgage loans on real estate.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                   ------------------------------------
                                                                        1996                1995
                                                                   ----------------   -----------------
                                                                              (IN MILLIONS)

        <S>                                                        <C>                <C>
        Impaired mortgage loans with provision for losses.........  $       128.1      $       106.8
        Impaired mortgage loans with no provision for losses......             .6               10.1
                                                                   ----------------   -----------------
        Recorded investment in impaired mortgages.................          128.7              116.9
        Provision for losses......................................           12.9               17.9
                                                                   ----------------   -----------------
        Net Impaired Mortgage Loans...............................  $       115.8      $        99.0
                                                                   ================   =================
</TABLE>

        During 1996 and 1995, respectively,  the Closed Block's average recorded
        investment  in  impaired  mortgage  loans was $153.8  million and $146.9
        million,  respectively.  Interest  income  recognized on these  impaired
        mortgage loans totaled $10.9 million and $5.9 million for 1996 and 1995,
        respectively,  including  $4.7 million and $1.3 million  recognized on a
        cash basis.

        Valuation  allowances  amounted to $13.8  million  and $18.4  million on
        mortgage  loans on real  estate  and $3.7  million  and $4.3  million on
        equity  real  estate  at  December  31,  1996  and  1995,  respectively.
        Writedowns of fixed maturities amounted to $12.8 million,  $16.8 million
        and $15.9 million for 1996, 1995 and 1994,  respectively.  As of January
        1, 1996,  the  adoption of SFAS No. 121 resulted in the  recognition  of
        impairment losses of $5.6 million on real estate held and used.

        Many  expenses  related  to  Closed  Block  operations  are  charged  to
        operations  outside of the Closed Block;  accordingly,  the contribution
        from the Closed Block does not represent the actual profitability of the
        Closed Block  operations.  Operating  costs and expenses  outside of the
        Closed Block are, therefore, disproportionate to the business outside of
        the Closed Block.

                                      F-22
<PAGE>

 7)     DISCONTINUED OPERATIONS

        Summarized financial information of the GIC Segment follows:

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                 --------------------------------------
                                                       1996                 1995
                                                 -----------------    -----------------
                                                             (IN MILLIONS)
        <S>                                      <C>                  <C>         
        Assets
        Mortgage loans on real estate...........  $    1,111.1         $    1,485.8
        Equity real estate......................         925.6              1,122.1
        Other invested assets...................         474.0                665.2
        Other assets............................         226.1                579.3
                                                 -----------------    -----------------
        Total Assets............................  $    2,736.8         $    3,852.4
                                                 =================    =================

        Liabilities
        Policyholders' liabilities..............  $    1,335.9         $    1,399.8
        Allowance for future losses.............         262.0                164.2
        Amounts due to continuing operations....         996.2              2,097.1
        Other liabilities.......................         142.7                191.3
                                                 -----------------    -----------------
        Total Liabilities.......................  $    2,736.8         $    3,852.4
                                                 =================    =================
</TABLE>

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>       
        Revenues
        Investment income (net of investment expenses
          of $127.5, $153.1 and $183.3)....................  $       245.4       $      323.6       $      394.3
        Investment (losses) gains, net.....................          (18.9)             (22.9)              26.8
        Policy fees, premiums and other income.............             .2                 .7                 .4
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................          226.7              301.4              421.5
        Benefits and other deductions......................          250.4              326.5              443.2
        Losses charged to allowance for future losses......          (23.7)             (25.1)             (21.7)
                                                            -----------------   ----------------   -----------------
        Pre-tax loss from operations.......................            -                  -                  -
        Pre-tax loss from strengthening of the
          allowance for future losses......................         (129.0)               -                  -
        Federal income tax benefit.........................           45.2                -                  -
                                                            -----------------   ----------------   -----------------
        Loss from Discontinued Operations..................  $       (83.8)      $        -         $        -
                                                            =================   ================   =================
</TABLE>

        In  1991,   management  adopted  a  plan  to  discontinue  the  business
        operations  of the GIC  Segment  consisting  of group  non-participating
        Wind-Up Annuities and the GIC lines of business.  The loss allowance and
        premium  deficiency  reserve of $569.6 million provided for in 1991 were
        based on management's best judgment at that time.

        The  Company's  quarterly  process for  evaluating  the loss  provisions
        applies  the current  period's  results of the  discontinued  operations
        against  the  allowance,  re-estimates  future  losses,  and adjusts the
        provisions,  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 the need to strengthen the
        loss  provisions by $129.0  million,  resulting in a post-tax  charge of
        $83.8 million to discontinued  operations' results in the fourth quarter
        of 1996.

                                      F-23
<PAGE>

        Management  believes the loss  provisions for Wind-Up  Annuities and GIC
        contracts  at December  31, 1996 are  adequate to provide for all future
        losses;  however,  the  determination  of loss  provisions  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 loss  provisions,
        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 loss
        provisions are likely to result.

        In January 1995, continuing  operations  transferred $1,215.4 million in
        cash to the GIC  Segment  in  settlement  of its  obligation  to provide
        assets to fund the accumulated deficit of the GIC Segment. Subsequently,
        the  GIC  Segment  remitted  $1,155.4  million  in  cash  to  continuing
        operations in partial  repayment of  borrowings  by the GIC Segment.  No
        gains or losses were  recognized on these  transactions.  Amounts due to
        continuing  operations  at  December  31,  1996,  consisted  of $1,080.0
        million borrowed by the discontinued GIC Segment offset by $83.8 million
        representing an obligation of continuing operations to provide assets to
        fund the accumulated deficit of the GIC Segment.

        Investment  income included $88.2 million of interest income for 1994 on
        amounts due from continuing  operations.  Benefits and other  deductions
        include  $114.3  million,  $154.6 million and $219.7 million of interest
        expense related to amounts borrowed from continuing  operations in 1996,
        1995 and 1994, respectively.

        Valuation  allowances  amounted  to $9.0  million  and $19.2  million on
        mortgage  loans on real estate and $20.4  million  and $77.9  million on
        equity real estate at December  31, 1996 and 1995,  respectively.  As of
        January 1, 1996,  the  adoption of SFAS No. 121 resulted in a release of
        existing valuation allowances of $71.9 million on equity real estate and
        recognition  of  impairment  losses of $69.8 million on real estate held
        and used.  Writedowns of fixed maturities amounted to $1.6 million, $8.1
        million and $17.8  million  for 1996,  1995 and 1994,  respectively  and
        writedowns of equity real estate  subsequent to the adoption of SFAS No.
        121 amounted to $12.3 million for 1996.

        The fixed maturity  portfolio,  based on amortized  cost,  includes $6.2
        million and $15.1  million at December 31, 1996 and 1995,  respectively,
        of  restructured   securities.   These  amounts  include  problem  fixed
        maturities  of $.5  million and $6.1  million at  December  31, 1996 and
        1995, respectively.

        At December 31, 1996 and 1995, problem mortgage loans on real estate had
        amortized  costs of $7.9 million and $35.4  million,  respectively,  and
        mortgage  loans on real  estate  for which the  payment  terms have been
        restructured  had amortized  costs of $208.1 million and $289.3 million,
        respectively.

        Impaired  mortgage  loans (as defined under SFAS No. 114) along with the
        related provision for losses were as follows:

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                 ------------------------------------
                                                                      1996                1995
                                                                 ----------------   -----------------
                                                                            (IN MILLIONS)
        <S>                                                      <C>                <C>          
        Impaired mortgage loans with provision for losses.......  $        83.5      $       105.1
        Impaired mortgage loans with no provision for losses....           15.0               18.2
                                                                 ----------------   -----------------
        Recorded investment in impaired mortgages...............           98.5              123.3
        Provision for losses....................................            8.8               17.7
                                                                 ----------------   -----------------
        Net Impaired Mortgage Loans.............................  $        89.7      $       105.6
                                                                 ================   =================
</TABLE>

                                      F-24
<PAGE>

        During 1996 and 1995, the GIC Segment's  average recorded  investment in
        impaired   mortgage  loans  was  $134.8  million  and  $177.4   million,
        respectively.  Interest  income  recognized on these  impaired  mortgage
        loans  totaled  $10.1  million  and $4.5  million  for  1996  and  1995,
        respectively,  including  $7.5 million and $.4 million  recognized  on a
        cash basis.

        At December  31, 1996 and 1995,  the GIC Segment had $263.0  million and
        $310.9 million, respectively, of real estate acquired in satisfaction of
        debt.

8)      SHORT-TERM AND LONG-TERM DEBT

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

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                            --------------------------------------
                                                                  1996                 1995
                                                            -----------------    -----------------
                                                                        (IN MILLIONS)

        <S>                                                 <C>                  <C>       
        Short-term debt....................................  $      174.1         $        -
                                                            -----------------    -----------------
        Long-term debt:
        Equitable Life:
          6.95% surplus notes scheduled to mature 2005.....         399.4                399.3
          7.70% surplus notes scheduled to mature 2015.....         199.6                199.6
          Eurodollar notes, 10.5% due 1997.................           -                   76.2
          Zero coupon note, 11.25% due 1997................           -                  120.1
          Other............................................            .5                 16.3
                                                            -----------------    -----------------
              Total Equitable Life.........................         599.5                811.5
                                                            -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 4.92% - 12.50% due through 2006..         968.6              1,084.4
                                                            -----------------    -----------------
        Alliance:
          Other............................................          24.7                  3.4
                                                            -----------------    -----------------
        Total long-term debt...............................       1,592.8              1,899.3
                                                            -----------------    -----------------
        Total Short-term and Long-term Debt................  $    1,766.9         $    1,899.3
                                                            =================    =================
</TABLE>

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

        Equitable  Life has a $350.0 million bank credit  facility  available to
        fund  short-term  working capital needs and to facilitate the securities
        settlement  process.  The  credit  facility  consists  of two  types  of
        borrowing  options with varying  interest rates.  The interest rates are
        based on external  indices  dependent  on the type of  borrowing  and at
        December 31, 1996 range from 5.73% (the London  Interbank  Offering Rate
        ("LIBOR") plus 22.5 basis points) to 8.25% (the prime rate).  There were
        no borrowings  outstanding  under this bank credit  facility at December
        31, 1996.

                                      F-25
<PAGE>

        Equitable  Life has a  commercial  paper  program with an issue limit of
        $500.0 million. This program is available for general corporate purposes
        used to support  Equitable  Life's  liquidity  needs and is supported by
        Equitable Life's existing $350.0 million five-year bank credit facility.
        There were no borrowings  outstanding under this program at December 31,
        1996.

        In February 1996,  Alliance entered into a new $250.0 million  five-year
        revolving  credit  facility  with a group of banks  which  replaced  its
        $100.0  million   revolving  credit  facility  and  its  $100.0  million
        commercial  paper  back-up  revolving  credit  facility.  Under  the new
        revolving credit 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 LIBOR or the  Federal  Funds  rate.  A  facility  fee is
        payable on the total  facility.  The revolving  credit  facility will be
        used to provide back-up  liquidity for commercial paper to be used under
        Alliance's $100.0 million  commercial paper program,  to fund commission
        payments  to  financial  intermediaries  for the  sale of  Class B and C
        shares under Alliance's mutual fund distribution system, and for general
        working  capital  purposes.  As of December 31,  1996,  Alliance had not
        issued any commercial  paper under its $100.0 million  commercial  paper
        program  and  there  were no  borrowings  outstanding  under  Alliance's
        revolving credit facility.

        At December 31, 1996, long-term debt expected to mature in 1997 totaling
        $174.1 million was reclassified as short-term debt.

        Long-term Debt
        --------------

        Several of the long-term  debt  agreements  have  restrictive  covenants
        related  to the total  amount of debt,  net  tangible  assets  and other
        matters. The Company is in compliance with all debt covenants.

        On December 18, 1995,  Equitable Life issued, in accordance with Section
        1307 of the New York  Insurance  Law,  $400.0  million of surplus  notes
        having an interest rate of 6.95%  scheduled to mature in 2005 and $200.0
        million of surplus notes having an interest  rate of 7.70%  scheduled to
        mature  in 2015  (together,  the  "Surplus  Notes").  Proceeds  from the
        issuance  of the  Surplus  Notes  were  $596.6  million,  net of related
        issuance costs.  The unamortized  discount on the Surplus Notes was $1.0
        million at December  31,  1996.  Payments of interest on or principal of
        the Surplus Notes are subject to prior approval by the Superintendent.

        The Company has pledged real estate, mortgage loans, cash and securities
        amounting to $1,406.4  million and $1,629.7 million at December 31, 1996
        and 1995, respectively, as collateral for certain long-term debt.

        At December 31, 1996,  aggregate  maturities of the long-term debt based
        on required  principal  payments at maturity for 1997 and the succeeding
        four years are $494.9  million,  $316.7  million,  $19.7  million,  $5.4
        million, $0 million, respectively, and $946.7 million thereafter.

 9)     FEDERAL INCOME TAXES

        A  summary  of  the  Federal   income  tax  expense   (benefit)  in  the
        consolidated statements of earnings is shown below:

<TABLE>
<CAPTION>
                                                       1996               1995                1994
                                                 -----------------   ----------------   -----------------
                                                                      (IN MILLIONS)
        <S>                                      <C>                 <C>                <C>         
        Federal income tax expense (benefit):
          Current...............................  $        97.9       $      (11.7)      $        4.0
          Deferred..............................          (88.2)             132.2               96.2
                                                 -----------------   ----------------   -----------------
        Total...................................  $         9.7       $      120.5       $      100.2
                                                 =================   ================   =================
</TABLE>

                                      F-26
<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 the tax
        effects of each are as follows:

<TABLE>
<CAPTION>
                                                       1996               1995                1994
                                                 -----------------   ----------------   -----------------
                                                                      (IN MILLIONS)
        <S>                                      <C>                 <C>                <C>         
        Expected Federal income tax expense.....  $        73.0       $      173.7       $      154.5
        Non-taxable minority interest...........          (28.6)             (22.0)             (17.6)
        Differential earnings amount............            -                  -                (16.8)
        Adjustment of tax audit reserves........            6.9                4.1               (4.6)
        Equity in unconsolidated subsidiaries...          (32.3)             (19.4)             (12.5)
        Other...................................           (9.3)             (15.9)              (2.8)
                                                 -----------------   ----------------   -----------------
        Federal Income Tax Expense..............  $         9.7       $      120.5       $      100.2
                                                 =================   ================   =================
</TABLE>

        Prior  to the  date  of  demutualization,  Equitable  Life  reduced  its
        deduction  for  policyholder  dividends  by  the  differential  earnings
        amount.  This amount was  computed,  for each tax year,  by  multiplying
        Equitable Life's average equity base, as determined for tax purposes, by
        an  estimate  of the excess of an imputed  earnings  rate for stock life
        insurance  companies over the average  mutual life insurance  companies'
        earnings rate. The  differential  earnings  amount for each tax year was
        subsequently recomputed when actual earnings rates were published by the
        Internal Revenue Service.  As a stock life insurance company,  Equitable
        Life no longer is required to reduce its policyholder dividend deduction
        by the differential  earnings amount, but differential  earnings amounts
        for pre-demutualization years were still being recomputed in 1994.

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

<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1996                  December 31, 1995
                                                ---------------------------------  ---------------------------------
                                                    ASSETS         LIABILITIES         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (IN MILLIONS)
        <S>                                     <C>              <C>               <C>               <C>        
        DAC, reserves and reinsurance..........  $       -        $      166.0      $        -        $     304.4
        Investments............................          -               328.6               -              326.9
        Compensation and related benefits......        259.2               -               293.0              -
        Other..................................          -                 1.8               -               32.3
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     259.2      $      496.4      $      293.0      $     663.6
                                                ===============  ================  ===============   ===============
</TABLE>

        The deferred Federal income taxes impacting  operations  reflect the net
        tax effects of temporary  differences  between the  carrying  amounts of
        assets and liabilities for financial  reporting purposes and the amounts
        used for income tax purposes. The sources of these temporary differences
        and the tax effects of each are as follows:

<TABLE>
<CAPTION>
                                                     1996               1995                1994
                                               -----------------   ----------------   -----------------
                                                                    (IN MILLIONS)
        <S>                                    <C>                 <C>                <C>         
        DAC, reserves and reinsurance.........  $      (156.2)      $       63.3       $       12.0
        Investments...........................           78.6               13.0               89.3
        Compensation and related benefits.....           22.3               30.8               10.0
        Other.................................          (32.9)              25.1              (15.1)
                                               -----------------   ----------------   -----------------
        Deferred Federal Income Tax
          (Benefit) Expense...................  $       (88.2)      $      132.2       $       96.2
                                               =================   ================   =================
</TABLE>

                                      F-27
<PAGE>

        The Internal  Revenue Service is in the process of examining the Holding
        Company's  consolidated  Federal  income tax  returns for the years 1989
        through  1991.  Management  believes  these audits will have no material
        adverse effect on the Company's results of operations.

10)     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.  The  effect  of  reinsurance  (excluding  group  life and
        health) is summarized as follows:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Direct premiums....................................  $       461.4       $      474.2       $      476.7
        Reinsurance assumed................................          177.5              171.3              180.5
        Reinsurance ceded..................................          (41.3)             (38.7)             (31.6)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       597.6       $      606.8       $      625.6
                                                            =================   ================   =================
        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        48.2       $       44.0       $       27.5
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        54.1       $       48.9       $       20.7
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        32.3       $       28.5       $       25.4
                                                            =================   ================   =================
</TABLE>

        Effective  January 1, 1994, all in force business above $5.0 million was
        reinsured.   During  1996,  the  Company's   retention  limit  on  joint
        survivorship  policies was  increased to $15.0  million.  The  Insurance
        Group also reinsures the entire risk on certain substandard underwriting
        risks as well as in certain other cases.

        The Insurance  Group cedes 100% of its group life and health business to
        a third party  insurance  company.  Premiums ceded totaled $2.4 million,
        $260.6 million and $241.0 million for 1996, 1995 and 1994, respectively.
        Ceded  death and  disability  benefits  totaled  $21.2  million,  $188.1
        million  and  $235.5  million  for 1996,  1995 and  1994,  respectively.
        Insurance liabilities ceded totaled $652.4 million and $724.2 million at
        December 31, 1996 and 1995, respectively.

11)     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 and EREIM'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.

        Components  of net periodic  pension cost (credit) for the qualified and
        non-qualified plans are as follows:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Service cost.......................................  $        33.8       $       30.0       $       30.3
        Interest cost on projected benefit obligations.....          120.8              122.0              111.0
        Actual return on assets............................         (181.4)            (309.2)              24.4
        Net amortization and deferrals.....................           43.4              155.6             (142.5)
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension Cost (Credit).................  $        16.6       $       (1.6)      $       23.2
                                                            =================   ================   =================
</TABLE>

                                      F-28
<PAGE>

        The funded status of the qualified and non-qualified pension plans is as
        follows:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                   ------------------------------------
                                                                        1996                1995
                                                                   ----------------   -----------------
                                                                              (IN MILLIONS)
        <S>                                                        <C>                <C>         
        Actuarial present value of obligations:
          Vested..................................................  $    1,672.2       $    1,642.4
          Non-vested..............................................          10.1               10.9
                                                                   ----------------   -----------------
        Accumulated Benefit Obligation............................  $    1,682.3       $    1,653.3
                                                                   ================   =================
        Plan assets at fair value.................................  $    1,626.0       $    1,503.8
        Projected benefit obligation..............................       1,765.5            1,743.0
                                                                   ----------------   -----------------
        Projected benefit obligation in excess of plan assets.....        (139.5)            (239.2)
        Unrecognized prior service cost...........................         (17.9)             (25.5)
        Unrecognized net loss from past experience different
          from that assumed.......................................         280.0              368.2
        Unrecognized net asset at transition......................           4.7               (7.3)
        Additional minimum liability..............................         (19.3)             (51.9)
                                                                   ----------------   -----------------
        Prepaid Pension Cost......................................  $      108.0       $       44.3
                                                                   ================   =================
</TABLE>

        The  discount  rate and rate of increase in future  compensation  levels
        used in  determining  the actuarial  present value of projected  benefit
        obligations were 7.5% and 4.25%, respectively,  at December 31, 1996 and
        7.25% and 4.50%,  respectively,  at December 31, 1995.  As of January 1,
        1996 and 1995,  the expected  long-term rate of return on assets for the
        retirement plan was 10.25% and 11%, respectively.

        The  Company  recorded,  as a  reduction  of  shareholder's  equity,  an
        additional minimum pension liability of $12.9 million and $35.1 million,
        net  of  Federal   income   taxes,   at  December  31,  1996  and  1995,
        respectively,   representing  the  excess  of  the  accumulated  benefit
        obligation  over  the fair  value of plan  assets  and  accrued  pension
        liability.

        The  pension  plan's  assets  include   corporate  and  government  debt
        securities,  equity  securities,  equity real estate and shares of Group
        Trusts managed by Alliance.

        Prior to 1987, the qualified plan funded participants'  benefits through
        the purchase of non-participating annuity contracts from Equitable Life.
        Benefit payments under these contracts were approximately $34.7 million,
        $36.4 million and $38.1 million for 1996, 1995 and 1994, respectively.

        The  Company  provides  certain  medical  and  life  insurance  benefits
        (collectively,  "postretirement  benefits")  for  qualifying  employees,
        managers and agents  retiring from the Company on or after attaining age
        55 who have at least 10 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 1996,  1995 and 1994,  the  Company  made
        estimated  postretirement  benefits  payments  of $18.9  million,  $31.1
        million and $29.8 million, respectively.

                                      F-29
<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>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Service cost.......................................  $         5.3       $        4.0       $        3.9
        Interest cost on accumulated postretirement
          benefits obligation..............................           34.6               34.7               28.6
        Net amortization and deferrals.....................            2.4               (2.3)              (3.9)
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        42.3       $       36.4       $       28.6
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                   ------------------------------------
                                                                        1996                1995
                                                                   ----------------   -----------------
                                                                              (IN MILLIONS)
        <S>                                                        <C>                <C>         
        Accumulated postretirement benefits obligation:
          Retirees................................................  $      381.8       $      391.8
          Fully eligible active plan participants.................          50.7               50.4
          Other active plan participants..........................          60.7               64.2
                                                                   ----------------   -----------------
                                                                           493.2              506.4
        Unrecognized prior service cost...........................          50.5               56.3
        Unrecognized net loss from past experience different
          from that assumed and from changes in assumptions.......        (150.5)            (181.3)
                                                                   ----------------   -----------------
        Accrued Postretirement Benefits Cost......................  $      393.2       $      381.4
                                                                   ================   =================
</TABLE>

        At January 1, 1994,  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  9.5%  in  1996,
        gradually  declining  to 3.5% in the  year  2009  and in 1995  was  10%,
        gradually  declining to 3.5% in the year 2008. The discount rate used in
        determining the accumulated postretirement benefits obligation was 7.50%
        and 7.25% at December 31, 1996 and 1995, respectively.

        If the health care cost trend rate assumptions were increased by 1%, the
        accumulated  postretirement  benefits obligation as of December 31, 1996
        would be  increased  7%.  The  effect  of this  change on the sum of the
        service cost and interest cost would be an increase of 8%.

12)     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, 1996 was $649.9  million.  The average  unexpired  terms at
        December 31, 1996 range from 2.2 to 2.7 years. At December 31, 1996, the
        cost of  terminating  outstanding  matched  swaps in a loss position was
        $8.3 million and the unrealized  gain on outstanding  matched swaps in a
        gain  position  was $11.4  million.  The  Company  has no  intention  of
        terminating  these  contracts  prior to maturity.  During 1996, 1995 and
        1994, net gains (losses) of $.2 million, $1.4 million and $(.2) million,
        respectively, were recorded in connection with

                                      F-30
<PAGE>

        interest rate swap activity.  Equitable Life has implemented an interest
        rate cap program designed to hedge crediting rates on interest-sensitive
        individual  annuities  contracts.  The outstanding  notional  amounts at
        December 31, 1996 of contracts  purchased and sold were $5,050.0 million
        and $500.0 million, respectively. The net premium paid by Equitable Life
        on these contracts was $22.5 million and is being amortized ratably over
        the  contract  periods  ranging  from 3 to 5 years.  Income and  expense
        resulting  from this program are  reflected as an adjustment to interest
        credited to policyholders' account balances.

        Substantially  all of DLJ's  business  related to  derivatives is by its
        nature  trading  activities  which  are  primarily  for the  purpose  of
        customer  accommodations.  DLJ's derivative activities consist primarily
        of  option  writing  and  trading  in  forward  and  futures  contracts.
        Derivative  financial  instruments  have both  on-and-off  balance sheet
        implications depending on the nature of the contracts. DLJ's involvement
        in swap contracts is not significant.

        Fair Value of Financial Instruments
        -----------------------------------

        The Company  defines  fair value as the quoted  market  prices for those
        instruments  that are  actively  traded in financial  markets.  In cases
        where quoted market prices are not available,  fair values are estimated
        using  present  value  or other  valuation  techniques.  The fair  value
        estimates  are made at a  specific  point in  time,  based on  available
        market  information  and  judgments  about  the  financial   instrument,
        including estimates of timing,  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, 1996 and 1995.

        Fair  value  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.

        The estimated  fair values for the Company's  liabilities  under GIC and
        association  plan contracts are estimated using  contractual  cash flows
        discounted based on the T. Rowe Price GIC Index Rate for the appropriate
        duration.  For  durations  in excess of the  published  index rate,  the
        appropriate  Treasury  rate is used plus a spread  equal to the  longest
        duration GIC rate spread published.

        The estimated  fair values for those group annuity  contracts  which are
        classified  as  universal  life  type  contracts  are  measured  at  the
        estimated fair value of the underlying assets. The estimated fair values
        for single  premium  deferred  annuities  ("SPDA") are  estimated  using
        projected cash flows discounted at current offering rates. The estimated
        fair values for supplementary contracts not involving life contingencies
        ("SCNILC") and annuities certain are derived using discounted cash flows
        based upon the estimated current offering rate.

        Fair value for  long-term  debt is  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  fair  value  of  short-term
        borrowings approximates their carrying value.

                                      F-31
<PAGE>

        The following  table  discloses  carrying value and estimated fair value
        for financial instruments not otherwise disclosed in Notes 3, 6 and 7:

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                --------------------------------------------------------------------
                                                              1996                               1995
                                                ---------------------------------  ---------------------------------
                                                   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..........  $    3,133.0     $     3,394.6     $     3,638.3     $    3,973.6
        Other joint ventures...................         467.0             467.0             492.7            492.7
        Policy loans...........................       2,196.1           2,221.6           1,976.4          2,057.5
        Policyholders' account balances:
          Association plans....................          78.1              77.3             101.0            100.0
          Group annuity contracts..............       2,141.0           1,954.0           2,335.0          2,395.0
          SPDA.................................       1,062.7           1,065.7           1,265.8          1,272.0
          Annuities certain and SCNILC.........         654.9             736.2             646.4            716.7
        Long-term debt.........................       1,592.8           1,557.7           1,899.3          1,962.9

        Closed Block Financial Instruments:
        -----------------------------------
        Mortgage loans on real estate..........       1,380.7           1,425.6           1,368.8          1,461.4
        Other equity investments...............         105.0             105.0             151.6            151.6
        Policy loans...........................       1,765.9           1,798.0           1,797.2          1,891.4
        SCNILC liability.......................          30.6              34.9              34.8             39.6

        GIC Segment Financial Instruments:
        ----------------------------------
        Mortgage loans on real estate..........       1,111.1           1,220.3           1,485.8          1,666.1
        Fixed maturities.......................          42.5              42.5             107.4            107.4
        Other equity investments...............         300.5             300.5             455.9            455.9
        Guaranteed interest contracts..........         290.7             300.5             329.0            352.0
        Long-term debt.........................         102.1             102.2             135.1            136.0
</TABLE>

13)     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 $244.9 million to affiliated real estate
        joint  ventures;   to  provide  equity   financing  to  certain  limited
        partnerships of $205.8 million at December 31, 1996, under existing loan
        or loan commitment agreements; and to provide short-term financing loans
        which at December 31, 1996 totaled $14.6  million.  Management  believes
        the  Company  will not  incur any  material  losses as a result of these
        commitments.

        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.

        At December 31, 1996,  the Insurance  Group had $51.6 million of letters
        of credit outstanding.

                                      F-32
<PAGE>

14)     LITIGATION

        A number of lawsuits has been filed against life and health  insurers in
        the  jurisdictions  in  which  Equitable  Life and its  subsidiaries  do
        business involving insurers' sales practices,  alleged agent misconduct,
        failure to properly  supervise  agents,  and other matters.  Some of the
        lawsuits have  resulted in the award of  substantial  judgments  against
        other insurers,  including  material amounts of punitive damages,  or in
        substantial  settlements.   In  some  states,  juries  have  substantial
        discretion in awarding punitive damages.  Equitable Life, EVLICO and The
        Equitable  of  Colorado,  Inc.  ("EOC"),  like  other  life  and  health
        insurers, from time to time are involved in such litigation. To date, no
        such  lawsuit has  resulted in an award or  settlement  of any  material
        amount against the Company.  Among litigations pending against Equitable
        Life,  EVLICO and EOC of the type referred to in this  paragraph are the
        litigations described in the following eight paragraphs.

        An action entitled Golomb et al. v. The Equitable Life Assurance Society
        of the United  States was filed on January  20,  1995 in New York County
        Supreme Court. The action purports to be brought on behalf of a class of
        persons  insured after 1983 under Lifetime  Guaranteed  Renewable  Major
        Medical  Insurance  Policies issued by Equitable Life (the  "policies").
        The complaint  alleges that premium  increases for these  policies after
        1983,  all of which were filed with and  approved  by the New York State
        Insurance  Department  and certain  other state  insurance  departments,
        breached the terms of the policies,  and that statements in the policies
        and  elsewhere  concerning  premium  increases  constituted   fraudulent
        concealment,  misrepresentations  in violation of New York Insurance Law
        Section 4226 and deceptive practices under New York General Business Law
        Section 349. The  complaint  seeks a  declaratory  judgment,  injunctive
        relief  restricting  the  methods  by  which  Equitable  Life  increases
        premiums  on the  policies  in the  future,  a refund of  premiums,  and
        punitive  damages.  Plaintiffs  also have  indicated that they will seek
        damages in an  unspecified  amount.  Equitable Life moved to dismiss the
        complaint  in its entirety on the grounds that it fails to state a claim
        and that  uncontroverted  documentary  evidence  establishes  a complete
        defense to the claims.  On May 29,  1996,  the New York  County  Supreme
        Court  entered a  judgment  dismissing  the  complaint  with  prejudice.
        Plaintiffs have filed a notice of appeal of that judgment.

        In January 1996,  separate  actions were filed in Pennsylvania and Texas
        state courts  (entitled,  respectively,  Malvin et al. v. The  Equitable
        Life  Assurance  Society of the  United  States and Bowler et al. v. The
        Equitable Life Assurance  Society of the United  States),  making claims
        similar  to those in the New York  action  described  above.  The  Texas
        action  also  claims  that  Equitable  Life   misrepresented   to  Texas
        policyholders that the Texas Insurance Department had approved Equitable
        Life's rate increases.  These actions are asserted on behalf of proposed
        classes of Pennsylvania issued or renewed policyholders and Texas issued
        or renewed  policyholders,  insured under the policies. The Pennsylvania
        and Texas actions seek  compensatory and punitive damages and injunctive
        relief  restricting  the  methods  by  which  Equitable  Life  increases
        premiums  in the future  based on the common law and  statutes  of those
        states.  On February 9, 1996,  Equitable  Life removed the  Pennsylvania
        action,  Malvin,  to the  United  States  District  Court for the Middle
        District of  Pennsylvania.  Following  the decision  granting  Equitable
        Life's motion to dismiss the New York action (Golomb), on the consent of
        the  parties  the  District  Court  ordered  an  indefinite  stay of all
        proceedings in the Pennsylvania action,  pending either party's right to
        reinstate the proceeding,  and ordered that for administrative  purposes
        the  case be  deemed  administratively  closed.  On  February  2,  1996,
        Equitable  Life removed the Texas action,  Bowler,  to the United States
        District Court for the Northern  District of Texas. On May 20, 1996, the
        plaintiffs in Bowler  amended their  complaint by adding  allegations of
        misrepresentation   regarding   premium  increases  on  other  types  of
        guaranteed   renewable  major  medical  insurance   policies  issued  by
        Equitable Life up to and including 1983. On July 1, 1996, Equitable Life
        filed a  motion  for  summary  judgment  dismissing  the  first  amended
        complaint in its entirety. In August, 1996, the court granted plaintiffs
        leave to file a supplemental  complaint on behalf of a proposed class of
        Texas policyholders claiming unfair  discrimination,  breach of contract
        and other claims  arising out of alleged  differences  between  premiums
        charged  to  Texas  policyholders  and  premiums  charged  to  similarly
        situated policyholders in New York and certain other states.  Plaintiffs
        seek refunds of alleged  overcharges,  exemplary or  additional  damages
        citing

                                      F-33
<PAGE>

        Texas statutory  provisions  which among other things,  permit two times
        the  amount of  actual  damage  plus  additional  penalties  if the acts
        complained  of are  found  to be  knowingly  committed,  and  injunctive
        relief.  Equitable  Life has also  filed a motion for  summary  judgment
        dismissing the supplemental  complaint in its entirety.  Plaintiffs also
        obtained  permission  to add another  plaintiff to the first amended and
        supplemental  complaints.  Plaintiffs  have  opposed  both  motions  for
        summary  judgment and  requested  that certain  issues be found in their
        favor. Equitable Life is in the process of replying.

        On May 22, 1996, a separate  action  entitled  Bachman v. The  Equitable
        Life Assurance Society of the United States,  was filed in Florida state
        court making claims similar to those in the previously  reported  Golomb
        action.  The Florida action is asserted on behalf of a proposed class of
        Florida  issued  or  renewed  policyholders  insured  after  1983  under
        Lifetime Guaranteed Renewable Major Medical Insurance Policies issued by
        Equitable  Life.  The Florida  action  seeks  compensatory  and punitive
        damages and injunctive relief restricting the methods by which Equitable
        Life  increases  premiums  in the  future  based on  various  common law
        claims.  On June 20, 1996,  Equitable Life removed the Florida action to
        Federal court.  Equitable  Life has answered the complaint,  denying the
        material  allegations and asserting  certain  affirmative  defenses.  On
        December 6, 1996, Equitable Life filed a motion for summary judgment and
        plaintiff is expected to file its response to that motion shortly.

        On November 6, 1996, a proposed class action entitled  Fletcher,  et al.
        v. The Equitable Life Assurance Society of the United States,  was filed
        in California Superior Court for Fresno County, making substantially the
        same allegations  concerning premium rates and premium rate increases on
        guaranteed  renewable  policies made in the Bowler action. The complaint
        alleges,  among other things,  that differentials  between rates charged
        California policyholders and policyholders in New York and certain other
        states,  and the methods  used by Equitable  Life to  calculate  premium
        increases,  breached  the terms of its  policies,  that  Equitable  Life
        misrepresented  and concealed the facts pertaining to such differentials
        and methods in violation of California law, and that Equitable Life also
        misrepresented  that its rate  increases were approved by the California
        Insurance  Department.   Plaintiffs  seek  compensatory  damages  in  an
        unspecified amount,  rescission,  injunctive relief and attorneys' fees.
        Equitable Life removed the action to Federal court;  plaintiff has moved
        to  remand  the  case  to  state  court.  Although  the  outcome  of any
        litigation cannot be predicted with certainty, particularly in the early
        stages of an action, the Company's management believes that the ultimate
        resolution  of  the  Golomb,   Malvin,   Bowler,  Bachman  and  Fletcher
        litigations  should not have a material  adverse effect on the financial
        position of the Company. Due to the early stage of such litigations, the
        Company's management cannot make an estimate of loss, if any, or predict
        whether or not such  litigations  will have a material adverse effect on
        the Company's results of operations in any particular period.

        An action was instituted on April 6, 1995 against Equitable Life and its
        wholly owned subsidiary,  EOC, in New York state court,  entitled Sidney
        C. Cole et al. v. The  Equitable  Life  Assurance  Society of the United
        States  and The  Equitable  of  Colorado,  Inc.,  No.  95/108611  (N. Y.
        County).  The action is brought by the  holders of a joint  survivorship
        whole life policy issued by EOC. The action  purports to be on behalf of
        a class  consisting  of all persons who from  January 1, 1984  purchased
        life insurance  policies sold by Equitable Life and EOC based upon their
        allegedly  uniform sales  presentations  and policy  illustrations.  The
        complaint puts in issue various  alleged sales practices that plaintiffs
        assert,  among other things,  misrepresented  the stated number of years
        that the annual premium would need to be paid.  Plaintiffs  seek damages
        in an unspecified  amount,  imposition of a constructive trust, and seek
        to enjoin  Equitable Life and EOC from engaging in the challenged  sales
        practices.  On June 28,  1996,  the court  issued a  decision  and order
        dismissing  with  prejudice  plaintiff's  causes  of action  for  fraud,
        constructive  fraud,  breach of fiduciary duty,  negligence,  and unjust
        enrichment, and dismissing without prejudice plaintiff's cause of action
        under the New York State consumer protection statute. The only remaining
        causes   of  action   are  for   breach  of   contract   and   negligent
        misrepresentation.  Plaintiffs made a motion for reargument with respect
        to this order,  which was submitted to the court in October  1996.  This
        motion was denied by the court on December 16, 1996.

                                      F-34
<PAGE>

        On May 21,  1996,  an  action  entitled  Elton  F.  Duncan,  III v.  The
        Equitable  Life Assurance  Society of the United  States,  was commenced
        against  Equitable  Life in the Civil  District  Court for the Parish of
        Orleans, State of Louisiana.  The action is brought by an individual who
        purchased  a whole life  policy.  Plaintiff  alleges  misrepresentations
        concerning  the  extent to which  the  policy  was a proper  replacement
        policy and the number of years that the annual  premium would need to be
        paid.  Plaintiff purports to represent a class consisting of all persons
        who  purchased  whole life or universal  life  insurance  policies  from
        Equitable  Life from  January 1, 1982 to the  present.  Plaintiff  seeks
        damages,  including punitive damages,  in an unspecified amount. On July
        26, 1996, an action entitled Michael Bradley v. Equitable  Variable Life
        Insurance Company,  was commenced in New York state court. The action is
        brought by the  holder of a variable  life  insurance  policy  issued by
        EVLICO.  The plaintiff  purports to represent a class  consisting of all
        persons or entities who  purchased one or more life  insurance  policies
        issued by EVLICO  from  January 1,  1980.  The  complaint  puts at issue
        various   alleged  sales   practices   and  alleges   misrepresentations
        concerning  the  extent to which  the  policy  was a proper  replacement
        policy and the number of years that the annual  premium would need to be
        paid.  Plaintiff  seeks  damages,  including  punitive  damages,  in  an
        unspecified  amount and also seeks injunctive relief  prohibiting EVLICO
        from canceling  policies for failure to make premium payments beyond the
        alleged  stated number of years that the annual premium would need to be
        paid. On September 21, 1996 Equitable Life, EVLICO and EOC made a motion
        to have this  proceeding  moved from Kings County  Supreme  Court to New
        York County for joint trial or consolidation  with the Cole action.  The
        motion was denied by the court on January 9, 1997.  On January 10, 1997,
        plaintiffs  moved for  certification of a nationwide class consisting of
        all  persons  or  entities  who  were  sold one or more  life  insurance
        products on a "vanishing premium" basis and/or were allegedly induced to
        purchase  additional   policies  from  EVLICO,   using  the  cash  value
        accumulated  in  existing  policies,  from  January 1, 1980  through and
        including  December 31, 1996.  Plaintiffs  further moved to have Michael
        Bradley  designated  as the class  representative.  Discovery  regarding
        class certification is underway.

        On  December  12,  1996,  an action  entitled  Robert  E.  Dillon v. The
        Equitable Life Assurance  Society of the United States and The Equitable
        of Colorado,  was commenced in the United States  District Court for the
        Southern District of Florida. The action is brought by an individual who
        purchased  a joint whole life policy  from EOC.  The  complaint  puts at
        issue  various  alleged sales  practices and alleges  misrepresentations
        concerning the alleged  impropriety of  replacement  policies  issued by
        Equitable  Life and EOC and  alleged  misrepresentations  regarding  the
        number  of  years  premiums  would  have to be  paid on the  defendants'
        policies.  Plaintiff  brings  claims  for  breach  of  contract,  fraud,
        negligent  misrepresentation,  money had and received, unjust enrichment
        and imposition of a constructive trust.  Plaintiff purports to represent
        two classes of persons.  The first is a "contract class,"  consisting of
        all persons who purchased  whole or universal  life  insurance  policies
        from  Equitable  Life and EOC and from whom  Equitable Life and EOC have
        sought additional payments beyond the number of years allegedly promised
        by Equitable Life and EOC. The second is a "fraud class,"  consisting of
        all persons with an interest in policies  issued by  Equitable  Life and
        EOC at any time since  October 1, 1986.  Plaintiff  seeks  damages in an
        unspecified amount, and also seeks injunctive relief attaching Equitable
        Life's and EOC's profits from their alleged sales  practices.  Equitable
        Life's  and EOC's time to answer or move with  respect to the  complaint
        has been  extended  until  February  24,  1997.  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 the Cole,  Duncan,  Bradley and Dillon  litigations should
        not have a material  adverse  effect on the  financial  position  of the
        Company.  Due to the early  stages of such  litigations,  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.

        On January 3, 1996, an amended complaint was filed in an action entitled
        Frank Franze Jr. and George  Busher,  individually  and on behalf of all
        others similarly situated v. The Equitable Life Assurance Society of the
        United  States,  and Equitable  Variable  Life  Insurance  Company,  No.
        94-2036 in the United States District Court for the Southern District of
        Florida.  The  action  was  brought  by two  individuals  who  purchased
        variable life insurance policies.  The plaintiffs purport to represent a
        nationwide class  consisting of all persons who purchased  variable life
        insurance  policies from Equitable  Life and EVLICO since  September 30,
        1991.  The basic  allegation of the amended  complaint is that Equitable
        Life's and EVLICO's agents were trained not to

                                      F-35
<PAGE>

        disclose  fully  that  the  product  being  sold  was  life   insurance.
        Plaintiffs  allege  violations of the Federal  securities  laws and seek
        rescission of the contracts or compensatory  damages and attorneys' fees
        and expenses.  The court denied  Equitable  Life and EVLICO's  motion to
        dismiss the amended complaint on September 24, 1996.  Equitable Life and
        EVLICO  have  answered  the  amended  complaint,  denying  the  material
        allegations and asserting certain affirmative defenses.  Currently,  the
        parties are conducting  discovery in connection with plaintiffs' attempt
        to certify a class.  On January 9, 1997,  an action  entitled  Rosemarie
        Chaviano, individually and on behalf of all others similarly situated v.
        The Equitable Life Assurance Society of the United States, and Equitable
        Variable Life Insurance Company,  was filed in Massachusetts state court
        making  claims  similar  to  those in the  Franze  action  and  alleging
        violations of the Massachusetts  securities laws. The plaintiff purports
        to represent all persons in  Massachusetts  who purchased  variable life
        insurance  contracts from Equitable Life and EVLICO from January 9, 1993
        to  the  present.  The  Massachusetts  action  seeks  rescission  of the
        contracts  or  compensatory  damages,   attorneys'  fees,  expenses  and
        injunctive  relief.  Although  the outcome of any  litigation  cannot be
        predicted with certainty, particularly in the early stages of an action,
        the Company's  management  believes that the ultimate  resolution of the
        litigations  discussed  in this  paragraph  should  not have a  material
        adverse  effect on the  financial  position of the  Company.  Due to the
        early stages of such litigation, 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.

        Equitable Life recently responded to a subpoena from the U.S. Department
        of Labor  ("DOL")  requesting  copies of any  third-party  appraisals in
        Equitable Life's possession  relating to the ten largest  properties (by
        value)  in  the  Prime  Property  Fund  ("PPF").  PPF  is  an  open-end,
        commingled  real estate  separate  account of Equitable Life for pension
        clients.  Equitable  Life  serves as  investment  manager in PPF and has
        retained  EREIM as advisor.  In early 1995, the DOL commenced a national
        investigation  of commingled  real estate funds with pension  investors,
        including PPF. The investigation  now appears to be focused  principally
        on appraisal and valuation procedures in respect of fund properties. The
        most recent request from the DOL seems to reflect,  at least in part, an
        interest in the relationship between the valuations for those properties
        reflected in appraisals  prepared for local property tax proceedings and
        the valuations  used by PPF for other  purposes.  At no time has the DOL
        made any  specific  allegation  that  Equitable  Life or EREIM has acted
        improperly and Equitable Life and EREIM believe that any such allegation
        would be without  foundation.  While the  outcome of this  investigation
        cannot be predicted with  certainty,  in the opinion of management,  the
        ultimate  resolution of this matter  should not have a material  adverse
        effect on the Company's  consolidated  financial  position or results of
        operations in any particular period.

        Equitable  Casualty Insurance Company  ("Casualty"),  an indirect wholly
        owned   subsidiary  of  Equitable  Life,  is  party  to  an  arbitration
        proceeding  that commenced in August 1995.  The proceeding  relates to a
        dispute among Casualty,  Houston  General  Insurance  Company  ("Houston
        General")  and  GEICO  General   Insurance   Company  ("GEICO  General")
        regarding the interpretation of a reinsurance agreement. The arbitration
        panel  issued a final  award in favor of Casualty  and GEICO  General on
        June 17, 1996.  Casualty and GEICO  General  moved in the pending  Texas
        state  court  action,  with  Houston  General's  consent,  for an  order
        confirming the arbitration  award and entering  judgment  dismissing the
        action.  The motion was granted on January 29,  1997.  The parties  have
        also  stipulated to the dismissal  without  prejudice of a related Texas
        Federal court action  brought by Houston  General  against GEICO General
        and Equitable Life. In connection  with  confirmation of the arbitration
        award,  Houston  General  paid to  Casualty  approximately  $839,600  in
        settlement of certain  reimbursement  claims by Casualty against Houston
        General.

        On July 25, 1995, a Consolidated and Supplemental Class Action Complaint
        ("Complaint")  was filed against the Alliance North American  Government
        Income Trust,  Inc. (the "Fund"),  Alliance and certain other defendants
        affiliated  with  Alliance,  including  the  Holding  Company,  alleging
        violations  of Federal  securities  laws,  fraud and breach of fiduciary
        duty in connection with the Fund's  investments in Mexican and Argentine
        securities.  The  Complaint,  which seeks  certification  of a plaintiff
        class of persons  who  purchased  or owned Class A, B or C shares of the
        Fund from March 27, 1992 through December 23, 1994, seeks an unspecified
        amount of damages,  costs,  attorneys'  fees and punitive  damages.  The
        principal  allegations of the Complaint are that the Fund purchased debt
        securities  issued by the Mexican and Argentine  governments  in amounts
        that

                                      F-36
<PAGE>

        were not permitted by the Fund's  investment  objective,  and that there
        was no  shareholder  vote to change the  investment  objective to permit
        purchases  in such  amounts.  The  Complaint  further  alleges  that the
        decline in the value of the Mexican and Argentine securities held by the
        Fund  caused the Fund's net asset value to decline to the  detriment  of
        the Fund's  shareholders.  On  September  26,  1996,  the United  States
        District  Court  for the  Southern  District  of New  York  granted  the
        defendants'  motion to dismiss all counts of the  complaint.  On October
        11, 1996,  plaintiffs filed a motion for  reconsideration of the court's
        decision  granting  defendants'  motion to  dismiss  the  Complaint.  On
        November   25,   1996,   the  court   denied   plaintiffs'   motion  for
        reconsideration.  On October  29,  1996,  plaintiffs  filed a motion for
        leave to file an amended  complaint.  The principal  allegations  of the
        proposed amended  complaint are that the Fund did not properly  disclose
        that it planned to invest in mortgage-backed  derivative  securities and
        that two  advertisements  used by the Fund  misrepresented  the risks of
        investing in the Fund.  Plaintiffs  also  reiterated  allegations in the
        Complaint  that the Fund failed to hedge  against the risks of investing
        in  foreign  securities  despite  representations  that it  would do so.
        Alliance  believes  that the  allegations  in the  Complaint are without
        merit and intends to vigorously  defend against these claims.  While the
        ultimate  outcome  of this  matter  cannot be  determined  at this time,
        management  of  Alliance  does not  expect  that it will have a material
        adverse  effect  on  Alliance's   results  of  operations  or  financial
        condition.

        On January 26, 1996, a purported purchaser of certain notes and warrants
        to  purchase  shares  of  common  stock of  Rickel  Home  Centers,  Inc.
        ("Rickel") filed a class action complaint  against  Donaldson,  Lufkin &
        Jenrette Securities  Corporation  ("DLJSC") and certain other defendants
        for unspecified  compensatory  and punitive damages in the United States
        District  Court for the  Southern  District  of New  York.  The suit was
        brought on behalf of the  purchasers  of  126,457  units  consisting  of
        $126,457,000 aggregate principal amount of 13 1/2% senior notes due 2001
        and 126,457 warrants to purchase shares of common stock of Rickel issued
        by Rickel in October 1994. The complaint  alleges  violations of Federal
        securities  laws and common law fraud against DLJSC,  as the underwriter
        of the units and as an owner of 7.3% of the common stock of Rickel,  Eos
        Partners, L.P., and General Electric Capital Corporation, each as owners
        of 44.2% of the  common  stock of  Rickel,  and  members of the Board of
        Directors of Rickel,  including a DLJSC Managing Director. The complaint
        seeks to hold  DLJSC  liable for  alleged  misstatements  and  omissions
        contained  in  the  prospectus  and  registration   statement  filed  in
        connection with the offering of the units,  alleging that the defendants
        knew of financial  losses and a decline in value of Rickel in the months
        prior  to the  offering  and  did not  disclose  such  information.  The
        complaint  also  alleges  that  Rickel  failed  to pay  its  semi-annual
        interest  payment due on the units on December  15, 1995 and that Rickel
        filed a voluntary petition for reorganization  pursuant to Chapter 11 of
        the United States  Bankruptcy Code on January 10, 1996. DLJSC intends to
        defend itself vigorously against all of the allegations contained in the
        complaint.  Although there can be no assurance, DLJ does not believe the
        outcome of this  litigation  will have a material  adverse effect on its
        financial condition. Due to the early stage of this litigation, based on
        the information  currently available to it, DLJ's management cannot make
        an estimate of loss, if any, or predict  whether or not such  litigation
        will have a material  adverse  effect on DLJ's  results of operations in
        any particular period.

        In October  1995,  DLJSC was named as a defendant  in a purported  class
        action  filed in a Texas  State Court on behalf of the holders of $550.0
        million principal amount of subordinated  redeemable discount debentures
        of National  Gypsum  Corporation  ("NGC")  canceled in connection with a
        Chapter 11 plan of reorganization  for NGC consummated in July 1993. The
        named  plaintiff  in the State  Court  action  also  filed an  adversary
        proceeding in the  Bankruptcy  Court for the Northern  District of Texas
        seeking  a   declaratory   judgment  that  the  confirmed  NGC  plan  of
        reorganization  does not bar the class action claims.  Subsequent to the
        consummation  of NGC's plan of  reorganization,  NGC's shares traded for
        values  substantially  in excess of, and in 1995 NGC was  acquired for a
        value  substantially  in excess of, the values  upon which NGC's plan of
        reorganization   was  based.  The  two  actions  arise  out  of  DLJSC's
        activities as financial advisor to NGC in the course of NGC's Chapter 11
        reorganization proceedings.  The class action complaint alleges that the
        plan of  reorganization  submitted by NGC was based upon  projections by
        NGC and DLJSC which intentionally  understated  forecasts,  and provided
        misleading  and incorrect  information in order to hide NGC's true value
        and that  defendants  breached  their  fiduciary  duties by, among other
        things,   providing  false,  misleading  or  incomplete  information  to
        deliberately  understate  the value of NGC. The class  action  complaint
        seeks  compensatory  and punitive damages  purportedly  sustained by the
        class. The Texas State Court action, which

                                      F-37
<PAGE>

        had been removed to the Bankruptcy  Court, has been remanded back to the
        state court,  which remand is being  opposed by DLJSC.  DLJSC intends to
        defend itself vigorously against all of the allegations contained in the
        complaint. Although there can be no assurance, DLJ does not believe that
        the ultimate  outcome of this  litigation  will have a material  adverse
        effect  on its  financial  condition.  Due to the  early  stage  of such
        litigation,  based upon the information currently available to it, DLJ's
        management  cannot make an estimate of loss, if any, or predict  whether
        or not such  litigation  will have a  material  adverse  effect on DLJ's
        results of operations in any particular period.

        In November and December 1995, DLJSC,  along with various other parties,
        was named as a defendant in a number of purported class actions filed in
        the U.S.  District  Court for the  Eastern  District of  Louisiana.  The
        complaints allege violations of the Federal  securities laws arising out
        of a public  offering in 1994 of $435.0  million of first mortgage notes
        of Harrah's Jazz Company and Harrah's Jazz Finance Corp.  The complaints
        seek  to  hold  DLJSC  liable  for  various  alleged  misstatements  and
        omissions  contained in the  prospectus  dated  November 9, 1994.  DLJSC
        intends  to defend  itself  vigorously  against  all of the  allegations
        contained in the  complaints.  Although  there can be no assurance,  DLJ
        does not believe that the ultimate  outcome of this litigation will have
        a material adverse effect on its financial  condition.  Due to the early
        stage of this litigation, based upon the information currently available
        to it,  DLJ's  management  cannot make an  estimate of loss,  if any, or
        predict  whether or not such  litigation  will have a  material  adverse
        effect on DLJ's results of operations in any particular period.

        In addition  to the  matters  described  above,  Equitable  Life and its
        subsidiaries  and DLJ 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.

15)     LEASES

        The Company  has  entered  into  operating  leases for office  space and
        certain other assets,  principally data processing  equipment and office
        furniture and  equipment.  Future minimum  payments under  noncancelable
        leases for 1997 and the succeeding four years are $113.7 million, $110.6
        million, $100.3 million, $72.3 million, $59.3 million and $427.3 million
        thereafter. Minimum future sublease rental income on these noncancelable
        leases for 1997 and the  succeeding  four years are $9.8  million,  $6.0
        million,  $4.5  million,  $2.4  million,  $.8  million  and $.1  million
        thereafter.

        At December 31, 1996, the minimum future rental income on  noncancelable
        operating  leases for wholly owned  investments  in real estate for 1997
        and the succeeding four years are $263.0 million, $242.1 million, $219.8
        million, $194.3 million, $174.6 million and $847.1 million thereafter.

                                      F-38
<PAGE>

16)     OTHER OPERATING COSTS AND EXPENSES

        Other operating costs and expenses consisted of the following:

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Compensation costs.................................  $       647.3       $      595.9       $      687.5
        Commissions........................................          329.5              314.3              313.0
        Short-term debt interest expense...................            8.0               11.4               19.0
        Long-term debt interest expense....................          137.3              108.1               98.3
        Amortization of policy acquisition costs...........          405.2              317.8              313.4
        Capitalization of policy acquisition costs.........         (391.9)            (391.0)            (410.9)
        Rent expense, net of sub-lease income..............          113.7              109.3              116.0
        Other..............................................          798.9              710.0              721.4
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     2,048.0       $    1,775.8       $    1,857.7
                                                            =================   ================   =================
</TABLE>

        During 1996, 1995 and 1994, the Company  restructured certain operations
        in  connection  with  cost  reduction   programs  and  recorded  pre-tax
        provisions  of  $24.4   million,   $32.0  million  and  $20.4   million,
        respectively.  The  amounts  paid  during  1996,  associated  with  cost
        reduction  programs,  totaled $17.7  million.  At December 31, 1996, the
        liabilities  associated with cost reduction  programs  amounted to $44.5
        million.  The 1996 cost reduction program included  restructuring  costs
        related to the consolidation of insurance  operations'  service centers.
        The 1995 cost reduction program included relocation expenses,  including
        the accelerated  amortization of building  improvements  associated with
        the  relocation  of the home  office.  The 1994 cost  reduction  program
        included costs  associated with the termination of operating  leases and
        employee  severance  benefits in connection with the consolidation of 16
        insurance agencies. Amortization of DAC included $145.0 million writeoff
        of DAC related to DI contracts in the fourth quarter of 1996.

17)     INSURANCE GROUP STATUTORY FINANCIAL INFORMATION

        Equitable  Life is  restricted as to the amounts it may pay as dividends
        to  the  Holding  Company.   Under  the  New  York  Insurance  Law,  the
        Superintendent  has broad discretion to determine  whether the financia1
        condition of a stock life insurance company would support the payment of
        dividends to its  shareholders.  For 1996, 1995 and 1994,  statutory net
        (loss) earnings  totaled  $(351.1)  million,  $(352.4) million and $67.5
        million,  respectively.  No amounts  are  expected to be  available  for
        dividends from Equitable Life to the Holding Company in 1997.

        At December 31, 1996, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $21.9  million  of  securities
        deposited with such government or state agencies.

                                      F-39
<PAGE>

        Accounting  practices used to prepare statutory financial statements for
        regulatory  filings of stock life insurance  companies differ in certain
        instances   from  GAAP.   The  New  York   Insurance   Department   (the
        "Department")   recognizes  only  statutory   accounting  practices  for
        determining  and  reporting  the  financial  condition  and  results  of
        operations of an insurance  company,  for determining its solvency under
        the New York  Insurance Law, and for  determining  whether its financial
        condition  warrants  the payment of a dividend to its  stockholders.  No
        consideration  is  given  by  the  Department  to  financial  statements
        prepared  in  accordance  with GAAP in making such  determinations.  The
        following  reconciles  the  Company's  statutory  change in surplus  and
        capital  stock and  statutory  surplus and capital  stock  determined in
        accordance with accounting  practices  prescribed by the Department with
        net earnings and equity on a GAAP basis.

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Net change in statutory surplus and capital stock..  $        56.0       $       78.1       $      292.4
        Change in asset valuation reserves.................          (48.4)             365.7             (285.2)
                                                            -----------------   ----------------   -----------------
        Net change in statutory surplus, capital stock
          and asset valuation reserves.....................            7.6              443.8                7.2
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................         (298.5)             (66.0)              (5.3)
          DAC..............................................          (13.3)              73.2               97.5
          Deferred Federal income taxes....................          108.0             (158.1)             (58.7)
          Valuation of investments.........................          289.8              189.1               45.2
          Valuation of investment subsidiary...............         (117.7)            (188.6)             396.6
          Limited risk reinsurance.........................           92.5              416.9               74.9
          Contribution from the Holding Company............            -                  -               (300.0)
          Issuance of surplus notes........................            -               (538.9)               -
          Postretirement benefits..........................           28.9              (26.7)              17.1
          Other, net.......................................           12.4              115.1              (44.0)
          GAAP adjustments of Closed Block.................           (9.8)              15.7               (9.5)
          GAAP adjustments of discontinued GIC
            Segment........................................          (89.6)              37.3               42.8
                                                            -----------------   ----------------   -----------------
        Net Earnings of the Insurance Group................  $        10.3       $      312.8       $      263.8
                                                            =================   ================   =================
</TABLE>

<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Statutory surplus and capital stock................  $     2,258.9       $    2,202.9       $    2,124.8
        Asset valuation reserves...........................        1,297.5            1,345.9              980.2
                                                            -----------------   ----------------   -----------------
        Statutory surplus, capital stock and asset
          valuation reserves...............................        3,556.4            3,548.8            3,105.0
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................       (1,305.0)          (1,006.5)            (940.5)
          DAC..............................................        3,104.9            3,075.8            3,219.4
          Deferred Federal income taxes....................         (306.1)            (452.0)             (29.4)
          Valuation of investments.........................          286.8              417.7             (794.1)
          Valuation of investment subsidiary...............         (782.8)            (665.1)            (476.5)
          Limited risk reinsurance.........................         (336.5)            (429.0)            (845.9)
          Issuance of surplus notes........................         (539.0)            (538.9)               -
          Postretirement benefits..........................         (314.4)            (343.3)            (316.6)
          Other, net.......................................          126.3                4.4              (79.2)
          GAAP adjustments of Closed Block.................          783.7              830.8              740.4
          GAAP adjustments of discontinued GIC
            Segment........................................         (190.3)            (184.6)            (221.9)
                                                            -----------------   ----------------   -----------------
        Equity of the Insurance Group......................  $     4,084.0       $    4,258.1       $    3,360.7
                                                            =================   ================   =================
</TABLE>

                                      F-40
<PAGE>

18)     BUSINESS SEGMENT INFORMATION

        The Company has two major business  segments:  Insurance  Operations and
        Investment  Services.  Interest  expense related to debt not specific to
        either  business  segment is presented as  Corporate  interest  expense.
        Information for all periods is presented on a comparable basis.

        The  Insurance  Operations  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 and 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  provides  investment fund management,
        primarily to institutional  clients. This segment includes the Company's
        equity  interest in DLJ and  Separate  Accounts  which  provide  various
        investment  options for group  clients  through  pooled or single  group
        accounts.

        Intersegment  investment advisory and other fees of approximately $127.5
        million,  $124.1  million and $135.3  million  for 1996,  1995 and 1994,
        respectively,  are included in total revenues of the Investment Services
        segment.  These fees,  excluding amounts related to the discontinued GIC
        Segment of $15.7 million, $14.7 million and $27.4 million for 1996, 1995
        and 1994, respectively, are eliminated in consolidation.

<TABLE>
<CAPTION>
                                                                  1996               1995                1994
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
        <S>                                                 <C>                 <C>                <C>         
        Revenues
        Insurance operations...............................  $     3,742.9       $    3,614.6       $    3,507.4
        Investment services................................        1,126.1              949.1              935.2
        Consolidation/elimination..........................          (24.5)             (34.9)             (27.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     4,844.5       $    4,528.8       $    4,415.4
                                                            =================   ================   =================
        Earnings (loss) from continuing  operations
          before Federal income taxes, minority interest
          and cumulative effect of accounting change
        Insurance operations...............................  $       (36.6)      $      303.1       $      327.5
        Investment services................................          311.9              224.0              227.9
        Consolidation/elimination..........................             .2               (3.1)                .3
                                                            -----------------   ----------------   -----------------
              Subtotal.....................................          275.5              524.0              555.7
        Corporate interest expense.........................          (66.9)             (27.9)            (114.2)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       208.6       $      496.1       $      441.5
                                                            =================   ================   =================
</TABLE>

                                                   DECEMBER 31,
                                        ------------------------------------
                                             1996                1995
                                        ----------------   -----------------
                                                   (IN MILLIONS)

        Assets
        Insurance operations...........  $    60,464.9      $    56,720.5
        Investment services............       13,542.5           12,842.9
        Consolidation/elimination......         (399.6)            (354.4)
                                        ----------------   -----------------
        Total..........................  $    73,607.8      $    69,209.0
                                        ================   =================

                                      F-41
<PAGE>

19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The quarterly  results of operations  for 1996 and 1995,  are summarized
        below:

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                       ------------------------------------------------------------------------------
                                           MARCH 31           JUNE 30           SEPTEMBER 30          DECEMBER 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                        (IN MILLIONS)
        <S>                            <C>                <C>                 <C>                  <C>         
        1996
        ----
        Total Revenues................  $     1,169.7      $     1,193.6       $    1,193.6         $    1,287.6
                                       =================  =================   ==================   ==================
        Earnings (Loss) from
          Continuing Operations
          before Cumulative Effect
          of Accounting Change........  $        94.8      $        87.1       $       93.2         $     (157.9)
                                       =================  =================   ==================   ==================
        Net Earnings (Loss)...........  $        71.7      $        87.1       $       93.2         $     (241.7)
                                       =================  =================   ==================   ==================
        1995
        ----
        Total Revenues................  $     1,079.1      $     1,164.0       $    1,138.8         $    1,146.9
                                       =================  =================   ==================   ==================
        Net Earnings..................  $        66.3      $       101.7       $      100.2         $       44.6
                                       =================  =================   ==================   ==================
</TABLE>

        The quarterly results of operations for 1996 and 1995 have been restated
        to reflect the Company's accounting change adopted in the fourth quarter
        of 1996 for  long-duration  participating  life  contracts in accordance
        with the  provisions  prescribed  by SFAS No. 120.  Net earnings for the
        three months ended December 31, 1996 includes a charge of $339.3 million
        related to writeoffs of DAC on DI  contracts of $94.3  million,  reserve
        strengthening  on DI  business of $113.7  million,  pension par of $47.5
        million and the discontinued GIC Segment of $83.8 million.

20)     INVESTMENT IN DLJ

        On December  15,  1993,  the Company  sold a 61%  interest in DLJ to the
        Holding Company for $800.0 million in cash and securities. The excess of
        the  proceeds  over the book  value in DLJ at the date of sale of $340.2
        million  has been  reflected  as a capital  contribution.  In 1995,  DLJ
        completed the initial public offering ("IPO") of 10.58 million shares of
        its common stock,  which included 7.28 million of the Holding  Company's
        shares in DLJ,  priced at $27 per share.  Concurrent  with the IPO,  the
        Company  contributed  equity  securities to DLJ having a market value of
        $21.2  million.  Upon  completion  of the IPO, the  Company's  ownership
        percentage was reduced to 36.1%. The Company's  ownership  interest will
        be further  reduced  upon the issuance of common stock after the vesting
        of forfeitable restricted stock units acquired by and/or the exercise of
        options  granted to certain DLJ employees.  DLJ  restricted  stock units
        represents  forfeitable  rights to  receive  approximately  5.2  million
        shares of DLJ common stock through February 2000.

        The results of  operations  of DLJ are accounted for on the equity basis
        and  are  included  in  commissions,   fees  and  other  income  in  the
        consolidated statements of earnings. The Company's carrying value of DLJ
        is included in investment in and loans to affiliates in the consolidated
        balance sheets.

                                      F-42
<PAGE>

        Summarized  balance  sheets  information  for  DLJ,  reconciled  to  the
        Company's carrying value of DLJ, are as follows:

<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,
                                                                                ------------------------------------
                                                                                     1996                1995
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
        <S>                                                                     <C>                <C>         
        Assets:
        Trading account securities, at market value............................  $   15,728.1       $   10,821.3
        Securities purchased under resale agreements...........................      20,598.7           18,748.2
        Broker-dealer related receivables......................................      16,525.9           13,023.7
        Other assets...........................................................       2,651.0            1,983.3
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   55,503.7       $   44,576.5
                                                                                ================   =================
        Liabilities:
        Securities sold under repurchase agreements............................  $   29,378.3       $   26,744.8
        Broker-dealer related payables.........................................      19,409.7           12,915.5
        Short-term and long-term debt..........................................       2,704.5            1,742.0
        Other liabilities......................................................       2,164.0            1,750.5
                                                                                ----------------   -----------------
        Total liabilities......................................................      53,656.5           43,152.8
        Cumulative exchangeable preferred stock................................           -                225.0
        DLJ's company-obligated mandatorily redeemed preferred
          securities of subsidiary trust holding solely debentures of DLJ......         200.0                -
        Total shareholders' equity.............................................       1,647.2            1,198.7
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   55,503.7       $   44,576.5
                                                                                ================   =================
        DLJ's equity as reported...............................................  $    1,647.2       $    1,198.7
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          23.9               40.5
        The Holding Company's equity ownership in DLJ..........................        (590.2)            (499.0)
        Minority interest in DLJ...............................................        (588.6)            (324.3)
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      492.3       $      415.9
                                                                                ================   =================
</TABLE>

        Summarized  statements of earnings information for DLJ reconciled to the
        Company's equity in earnings of DLJ is as follows:

<TABLE>
<CAPTION>
                                                                                     1996                1995
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
        <S>                                                                     <C>                <C>         
        Commission, fees and other income......................................  $    1,818.2       $    1,325.9
        Net investment income..................................................       1,074.2              904.1
        Dealer, trading and investment gains, net..............................         598.4              528.6
                                                                                ----------------   -----------------
        Total revenues.........................................................       3,490.8            2,758.6
        Total expenses including income taxes..................................       3,199.5            2,579.5
                                                                                ----------------   -----------------
        Net earnings...........................................................         291.3              179.1
        Dividends on preferred stock...........................................          18.7               19.9
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $      272.6       $      159.2
                                                                                ================   =================
        DLJ's earnings applicable to common shares as reported.................  $      272.6       $      159.2
        Amortization of cost in excess of net assets acquired in 1985..........          (3.1)              (3.9)
        The Holding Company's equity in DLJ's earnings.........................        (107.8)             (90.4)
        Minority interest in DLJ...............................................         (73.4)              (6.5)
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $       88.3       $       58.4
                                                                                ================   =================
</TABLE>

                                      F-43
<PAGE>

21)     ACCOUNTING FOR STOCK-BASED COMPENSATION

        The  Holding  Company  sponsors a stock  option  plan for  employees  of
        Equitable  Life.  DLJ and Alliance  each sponsor  their own stock option
        plans for certain employees.  The Company elected to continue to account
        for stock-based compensation using the intrinsic value method prescribed
        in APB Opinion No. 25. Had  compensation  expense of the Company's stock
        option  incentive plans for options granted after December 31, 1994 been
        determined  based on the  estimated  fair  value at the grant  dates for
        awards under those plans,  the Company's pro forma net earnings for 1996
        and 1995 would have been as follows:

                                    1996              1995
                               ---------------   ---------------
                                        (IN MILLIONS)
        Net Earnings
          As Reported.........  $       10.3      $     312.8
          Pro Forma...........  $        3.2      $     311.3

        The fair value of options and units  granted  after  December  31, 1994,
        used as a basis for the above pro forma disclosures, was estimated as of
        the date of grants using Black-Scholes option pricing models. The option
        and unit pricing assumptions for 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
                                      HOLDING COMPANY                    DLJ                        ALLIANCE
                                  -------------------------   --------------------------  -----------------------------
                                     1996          1995          1996          1995           1996            1995
                                  -----------   -----------   -----------   ------------  -------------   -------------
        <S>                        <C>           <C>           <C>            <C>          <C>             <C>       
        Dividend yield...........     0.80%         0.96%         1.54%         1.85%         8.0%            8.0%
        Expected volatility......    20.00%        20.00%        25.00%        25.00%        23.00%          23.00%
        Risk-free interest rate..     5.92%         6.83%         6.07%         5.86%         5.80%           6.00%

        Expected Life............  5 YEARS       5 years       5 YEARS        5 years      7.43 YEARS      7.43 years
        Weighted fair value
          per option granted.....    $6.94         $5.90         $9.35          -            $2.69           $2.24
</TABLE>

                                      F-44
<PAGE>

        A  summary  of the  Holding  Company  and DLJ  stock  option  plans  and
        Alliance's Unit option plans are as follows:

<TABLE>
<CAPTION>
                                          HOLDING COMPANY                       DLJ                           ALLIANCE
                                    -----------------------------   -----------------------------   -----------------------------
                                                      Options                         Options                         Options
                                                    Outstanding                     Outstanding                     Outstanding
                                                      Weighted                        Weighted                        Weighted
                                                      Average                         Average                         Average
                                      Shares         Exercise          Shares        Exercise           Units         Exercise
                                    (In Millions)      Price        (In Millions)     Price         (In Millions)      Price
                                    -------------   -------------   -------------   -------------   -------------   -------------
        <S>                         <C>             <C>             <C>             <C>             <C>             <C>
        Balance as of
          January 1, 1994........         6.1                             -                               3.2
          Granted................          .7                             -                               1.2
          Exercised..............         -                               -                               (.5)
          Forfeited..............         -                               -                               (.1)
                                    -------------                   -------------                   -------------
        Balance as of
          December 31, 1994......         6.8                             -                               3.8
          Granted................          .4                             9.2                             1.8
          Exercised..............         (.1)                            -                               (.5)
          Expired................         (.1)                            -                               -
          Forfeited..............         (.3)                            -                               (.3)
                                    -------------                   -------------                   -------------
        Balance as of
          December 31, 1995......         6.7           $20.27            9.2          $27.00             4.8           $17.72
          Granted................          .7           $24.94            2.1          $32.54              .7           $25.12
          Exercised..............         (.1)          $19.91            -              -                (.4)          $13.64
          Expired................         (.6)          $20.21            -              -                -               -
          Forfeited..............         -               -               (.2)         $27.00             (.1)          $19.32
                                    -------------                   -------------                   -------------
        Balance as of
          December 31, 1996......         6.7           $20.79           11.1          $28.06             5.0           $19.07
                                    =============   =============   =============   =============   =============   =============
</TABLE>

                                      F-45
<PAGE>

        Information  with  respect  to stock and unit  options  outstanding  and
        exercisable at December 31, 1996 is as follows:

<TABLE>
<CAPTION>
                                      Options Outstanding                                          Options Exercisable
        -------------------------------------------------------------------------------    --------------------------------------
                                                       Weighted
                                                        Average           Weighted                                 Weighted
              Range of               Number            Remaining           Average               Number             Average
              Exercise            Outstanding         Contractual         Exercise            Exercisable           Exercise
               Prices            (In Millions)        Life (Years)          Price            (In Millions)           Price
        ---------------------   -----------------   ---------------   -----------------    -------------------   ----------------
        <S>                     <C>                 <C>               <C>                  <C>                   <C>
               Holding
               Company
        ---------------------
        $18.125-$27.75                 6.7                 7.00             $20.79                3.4                $20.18
                                =================   ===============   =================    ===================   ================

                 DLJ
        ---------------------
        $27.00-$33.50                 11.1                 9.00             $28.06                -                    -
                                =================   ===============   =================    ===================   ================

              Alliance
        ---------------------
        $ 6.0625-$15.9375              1.3                 4.76             $12.97                1.2                $12.58
        $16.3125-$19.75                1.1                 8.19             $19.13                 .2                $18.69
        $19.875 -$19.875               1.0                 7.36             $19.88                 .4                $19.88
        $20.75  -$24.375                .9                 8.46             $22.05                 .3                $21.84
        $24.375 -$25.125                .7                 9.96             $25.13                -                    -
                                -----------------                                          -------------------  
        $ 6.0625-$25.125               5.0                 7.43             $19.07                2.1                $15.84
                                =================   ===============   =================    ===================   ================
</TABLE>

                                      F-46
<PAGE>

                                                                     APPENDIX A
MANAGEMENT
Here is a list of our  directors  and,  to the extent they are  responsible  for
variable life insurance operations, our principal officers and a brief statement
of their business  experience for the past five years.  Unless  otherwise noted,
their address is 1290 Avenue of the Americas, New York, New York 10104.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
Claude Bebear                           Director of  Equitable  since  July  1991.  Chairman  of the  Board of the  Holding  Company
AXA-UAP                                 (February 1996 - present) and a Director of other  affiliates of Equitable.  Chairman of the
23, Avenue Matignon                     Executive Board of AXA-UAP ("AXA-UAP")  since January 1997.  Prior thereto,  he was Chairman
75008 Paris, France                     and Chief  Executive  Officer of AXA S.A.  Chief  Executive  Officer  of the  AXA-UAP  Group
                                        (formerly  known  as the AXA  Group)  since  1974  and  Chairman  or  Director  of  numerous
                                        subsidiaries and affiliated companies of the AXA-UAP Group.

- ------------------------------------------------------------------------------------------------------------------------------------
Christopher J. Brocksom                 Director  of  Equitable  since  July 1992. Chief  Executive  Officer,  AXA Equity & Law Life
AXA Equity & Law                        Assurance  Society PLC ("AXA Equity & Law") and various directorships  and officerships with
Elbury 9                                AXA Equity & Law affiliated companies.
Weedon Lane
Buckinghamshire HP 6505
England
- ------------------------------------------------------------------------------------------------------------------------------------
Francoise Colloc'h                      Director of Equitable  since July 1992. Senior  Executive Vice President Human Resources and
AXA-UAP                                 Communications of AXA-UAP, and various positions with AXA-UAP affiliated companies. Director
23, Avenue Matignon                     of the Holding Company.
75008 Paris, France
- ------------------------------------------------------------------------------------------------------------------------------------
Henri de Castries                       Director  of  Equitable  since  September  1993. Vice  Chairman  of the Board of the Holding
AXA-UAP                                 Company since February 1996.  Senior  Executive Vice President  Financial  Services and Life
23, Avenue Matignon                     Insurance Activities of AXA-UAP since 1996. Also Director or Officer of various subsidiaries
75008 Paris, France                     and affiliates of the AXA-UAP Group. Director of the Holding  Company and of other Equitable
                                        affiliates.  Previously held other officerships with the AXA Group.
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph L. Dionne                        Director  of  Equitable  since May 1982. Chairman  (since  April  1988) and Chief  Executive
The McGraw-Hill Companies               Officer (since April 1983) of The McGraw-Hill Companies.  Director of the Holding Company.
1221 Avenue of the Americas
New York, NY 10020
- ------------------------------------------------------------------------------------------------------------------------------------
William T. Esrey                        Director of  Equitable  since July 1986.  Chairman  (since  April 1990) and Chief  Executive
Sprint Corporation                      Officer (since 1985) of Sprint Corporation.  Director of the Holding Company.
P.O. Box 11315
Kansas City, MO 64112
- ------------------------------------------------------------------------------------------------------------------------------------
Jean-Rene Fourtou                       Director of Equitable since July 1992.  Chairman and Chief Executive Officer,  Rhone-Poulenc
Rhone-Poulenc S.A.                      S.A.  since  1986.  Member of the  Supervisory  Board of  AXA-UAP. Director  of the  Holding
25, Quai Paul Doumer                    Company.
92408 Courbevoie Cedex
France
- -----------------------------------------------------------------------------------------------------------------------------------
Norman C. Francis                       Director of Equitable since March 1989. President, Xavier University of Louisiana.
Xavier University of Louisiana
7325 Palmetto Street
New Orleans, LA  70125
- ------------------------------------------------------------------------------------------------------------------------------------
Donald J. Greene                        Director of Equitable since July 1991.  Partner,  LeBoeuf, Lamb, Greene & MacRae since 1965.
LeBouef, Lamb, Greene & MacRae          Director of the Holding Company.
125 West 55th Street
New York, NY  10019-4513
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      A-1
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
John T.Hartley                          Director of Equitable since August 1987.  Retired  Chairman and Chief  Executive  Officer of
Harris Corporation                      Harris Corporation (retired since July 1995); previously held other officerships with Harris
1025 NASA Boulevard                     Corporation. Director of the Holding Company.
Melbourne, FL  32919
- ------------------------------------------------------------------------------------------------------------------------------------
John H.F. Haskell, Jr.                  Director of Equitable since July 1992.  Managing  Director of Dillon, Read & Co., Inc. since
Dillon, Read & Co., Inc.                1975 and member of its Board of Directors. Director of the Holding Company.
535 Madison Avenue
New York, NY  10022
- ------------------------------------------------------------------------------------------------------------------------------------
Mary R. (Nina) Henderson                Director of Equitable  since December 1996. President of CPC Specialty  Markets Group of CPC
CPC Specialty Markets Group             International,  Inc. since 1993. Prior thereto, President of CPC Specialty Products and Best
700 Sylvan Avenue                       Foods Exports. Director of the Holding Company.
Englewood Cliffs, NJ 07632
- ------------------------------------------------------------------------------------------------------------------------------------
W. Edwin Jarmain                        Director of Equitable  since July 1992. President of Jarmain Group Inc. since 1979;  also an
Jarmain Group Inc.                      Officer  or  Director  of  several  affiliated companies.   Chairman  and  Director  of  FCA
121 King Street West                    International  Ltd.  Director  of various AXA affiliated  companies.  Previously  held other
Suite 2525, Box 36                      officerships with FCA International. Director of the Holding Company.
Toronto, Ontario M5H 3T9,
Canada
- ------------------------------------------------------------------------------------------------------------------------------------
G. Donald Johnston, Jr.                 Director of Equitable since January 1986. Retired Chairman and Chief Executive Officer,  JWT
184-400 Ocean Road                      Group, Inc. and J. Walter Thompson Company.
John's Island
Vero Beach, FL  32963
- ------------------------------------------------------------------------------------------------------------------------------------
Winthrop Knowlton                       Director of Equitable since October 1973. Chairman of the Board of Knowlton  Brothers,  Inc.
Knowlton Brothers, Inc.                 since May 1989; also President of Knowlton Associates,  Inc. since September 1987;  Director
530 Fifth Avenue                        of the Holding Company.
New York, NY  10036
- ------------------------------------------------------------------------------------------------------------------------------------
Arthur L. Liman                         Director of Equitable since March 1984. Partner,  Paul, Weiss,  Rifkind,  Wharton & Garrison
Paul, Weiss, Rifkind,                   since 1966. Director of the Holding Company.
Wharton and Garrison
1285 Avenue of the Americas
New York, NY  10019
- ------------------------------------------------------------------------------------------------------------------------------------
George T. Lowy                          Director of Equitable since July 1992.  Partner, Cravath, Swaine & Moore since 1965.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY  10019
- ------------------------------------------------------------------------------------------------------------------------------------
Didier Pineau-Valencienne               Director  of  Equitable  since  February  1996.  Chairman  and  Chief  Executive  Officer of
Schneider S.A.                          Schneider  S.A. since 1981 and Chairman or Director of numerous  subsidiaries and affiliated
64-70, Avenue Jean-Baptiste Clement     companies of Schneider.  Director of AXA-UAP and the Holding Company.
92646 Boulogne-Billancourt Cedex
France
- ------------------------------------------------------------------------------------------------------------------------------------
George J. Sella, Jr.                    Director  of  Equitable  since May 1987.  Retired  Chairman  and Chief  Executive Officer of
P.O. Box 397                            American  Cyanamid  Company  (until  April 1993);  previously  held other officerships  with
Newton, NJ  07860                       American Cyanamid. Director of the Holding Company.
- ------------------------------------------------------------------------------------------------------------------------------------
Dave H. Williams                        Director of  Equitable  since March 1991.  Chairman and Chief  Executive Officer of Alliance
Alliance Capital Management             since 1977 and Chairman or Director of numerous  subsidiaries  and affiliated  companies  of
Corporation                             Alliance. Director of the Holding Company.
1345 Avenue of the Americas                                       
New York, NY  10105
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      A-2
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICERS and DIRECTORS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
William T. McCaffrey                    Director,  Senior  Executive  Vice President and Chief  Operating  Officer of Equitable (all
                                        since  February  1996).  Executive Vice  President and Chief  Administrative  Officer (since
                                        February 1994) of the Holding Company.  Director of various Equitable affiliated  companies.
                                        Previously held other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph J. Melone                        Chairman, Chief Executive Officer and President of Equitable. Chief Executive Officer of the
                                        Holding  Company since February 1996 and Director and President of the Holding Company since
                                        May 1992. Director of various Equitable and AXA-UAP affiliated companies.
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS
- ------------------------------------------------------------------------------------------------------------------------------------
A. Frank Beaz                           Senior Vice President,  Equitable.  Executive Vice President, EQ Financial Consultants, Inc.
                                        ("EQF") (since May 1995). Director, Equitable Realty Assets Corporation since December 1996.
                                        Previously held other  officerships with Equitable.
- ------------------------------------------------------------------------------------------------------------------------------------
Leon B. Billis                          Senior Vice President, Equitable. Previously held other officerships with Equitable.
- ------------------------------------------------------------------------------------------------------------------------------------

Harvey Blitz                            Senior Vice President and Deputy Chief Financial Officer,  Equitable. Senior Vice President,
                                        the Holding  Company;  Vice President and Director,  EQ Advisors  Trust (EQAT);  Chairman of
                                        Frontier Trust Company and Director of various Equitable  affiliated  companies.  Previously
                                        held other officerships with Equitable and its affiliates.

- ------------------------------------------------------------------------------------------------------------------------------------
Kevin R. Byrne                          Vice President and Treasurer,  Equitable and the Holding Company;  Treasurer, EquiSource and
                                        Frontier Trust Company.  Vice President and Treasurer,  Equitable Casualty Insurance Company
                                        and EQAT. Previously held other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Jerry M. de St. Paer                    Executive Vice President,  Equitable.  Senior  Executive Vice President (since May 1996) and
                                        Chief Financial  Officer (since May 1992) of the Holding  Company.  Executive Vice President
                                        and Chief  Operating  Officer (since  September 1994) of Equitable  Investment  Corporation.
                                        Director of various Equitable  affiliated  companies.  Previously held various  officerships
                                        with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Gordon G. Dinsmore                      Senior Vice  President,  Equitable.  Executive Vice  President,  EQF. Vice  President, EQAT.
                                        Director of other Equitable  affiliated  companies.  Previously held other officerships with
                                        Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Alvin H. Fenichel                       Senior Vice President and  Controller,  Equitable and the Holding  Company. Previously  held
                                        other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Paul J. Flora                           Senior Vice President and Auditor,  Equitable.  Vice President and Auditor, Holding  Company
                                        (since September 1994). Vice  President/Auditor, National Westminster Bank (November 1984 to
                                        June 1993).
- ------------------------------------------------------------------------------------------------------------------------------------
Robert E. Garber                        Executive Vice President and General Counsel, Equitable and the Holding Company.  Previously
                                        held other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Donald R. Kaplan                        Vice President and Chief Compliance  Officer, Equitable.  Previously held other officerships
                                        with Equitable.
- ------------------------------------------------------------------------------------------------------------------------------------
Michael S. Martin                       Senior Vice President, Equitable. Chairman and Chief Executive Officer, EQF. Vice President,
                                        EQAT and HRT. Director,  Equitable Underwriting and Sales Agency (Bahamas),  Ltd. (since May
                                        1996) and Colorado (since January 1995). Previously held other  officerships  with Equitable
                                        and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Peter D. Noris                          Executive Vice President and Chief Investment  Officer, Equitable.  Executive Vice President
                                        (since May 1995) and Chief Investment  Officer (since July 1995), Holding Company.  Trustee,
                                        HRT and  President  and  Trustee,  EQAT.  Director of Alliance  and Equitable  Real  Estate.
                                        Executive Vice President EQF. Prior to May 1995, Vice President/Manager, Insurance Companies
                                        Investment  Strategies  Group,  Salomon  Brothers,  Inc. Prior to November 1992, with Morgan
                                        Stanley & Co., Inc., as Principal, Fixed Income Insurance Group.
- ------------------------------------------------------------------------------------------------------------------------------------

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


                                      A-3
<PAGE>





<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
Anthony C. Pasquale                     Senior Vice President,  Equitable. Director of Equitable Agri-Business, Inc. Previously held
                                        other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Michael J. Rich                         Senior Vice  President,  Equitable.  Prior to October 1994,  Vice President of Underwriting,
                                        John Hancock Mutual Life Insurance Co.
- ------------------------------------------------------------------------------------------------------------------------------------

Pauline Sherman                         Vice President,  Secretary and Associate General Counsel, Equitable and the Holding Company,
                                        both since September 1995. Previously held other officerships with Equitable.

- ------------------------------------------------------------------------------------------------------------------------------------
Samuel B. Shlesinger                    Senior  Vice  President  and  Actuary,  Equitable.  Director,  Chairman  and Chief Executive
                                        Officer,  The  Equitable  of  Colorado,  Inc.  since  1985.  Vice  President, HRT and  EQAT.
                                        Previously held other officerships with Equitable and its affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
Jose S. Suquet                          Executive  Vice  President  and Chief Agency  Officer,  Equitable,  since August 1994. Prior
                                        thereto, with Equitable as Sales/Agency Manager.
- ------------------------------------------------------------------------------------------------------------------------------------
Stanley B. Tulin                        Senior  Executive Vice President and Chief  Financial  Officer,  Equitable since April 1996.
                                        Executive Vice President,  Holding Company.  Vice President,  EQAT. Prior thereto, Chairman,
                                        Insurance Consulting and Actuarial Practice, Coopers & Lybrand.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-4


<PAGE>


                                                                      APPENDIX B
COMMUNICATING PERFORMANCE DATA

In reports or other  communications to policyowners or in advertising  material,
we may describe  general economic and market  conditions  affecting the Separate
Account  and the  Trusts  and may  compare  the  performance  or  ranking of the
Separate  Account  Funds  and the  Trusts'  portfolios  with  (1)  that of other
insurance  company  separate  accounts or mutual funds  included in the rankings
prepared  by Lipper  Analytical  Services,  Inc.,  Morningstar,  Inc. or similar
investment  services that monitor the performance of insurance  company separate
accounts or mutual funds, (2) other appropriate indices of investment securities
and averages for peer  universes of funds,  or (3) data  developed by us derived
from such indices or averages.  Advertisements or other communications furnished
to  present  or  prospective  policyowners  may also  include  evaluations  of a
Separate  Account Fund or Trust  portfolio by  financial  publications  that are
nationally recognized such as Barron's, Morningstar's Variable Annuities / Life,
Business Week,  Forbes,  Fortune,  Institutional  Investor,  Money,  Kiplinger's
Personal Finance, Financial Planning,  Investment Adviser, Investment Management
Weekly,   Money  Management   Letter,   Investment   Dealers  Digest,   National
Underwriter,  Pension & Investments,  USA Today,  Investor's Daily, The New York
Times, The Wall Street Journal, the Los Angeles Times and the Chicago Tribune.

Performance data for peer universes of funds with similar investment  objectives
are compiled by Lipper Analytical Services, Inc. (Lipper) in its Lipper Variable
Insurance Products Performance Analysis Service (Lipper Survey) and Morningstar,
Inc. in the Morningstar Variable Annuity / Life Report (Morningstar Report). 

The Lipper Survey records  performance  data as reported to it by over 800 funds
underlying  variable  annuity and life  insurance  products.  The Lipper  Survey
divides these actively managed funds into 25 categories by portfolio objectives.
The Lipper Survey contains two different universes, which differ in terms of the
types of fees reflected in performance  data.  The "Separate  Account"  universe
reports  performance data net of investment  management  fees,  direct operating
expenses and asset-based charges applicable under variable insurance and annuity
contracts. The "Mutual Fund" universe reports performance net only of investment
management  fees  and  direct  operating   expenses,   and  therefore   reflects
asset-based charges that relate only to the underlying mutual fund.

The Morningstar Report consists of over 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.

LONG-TERM MARKET TRENDS 

As a tool for  understanding  how  different  investment  strategies  may affect
long-term  results,  it may be useful to  consider  the  historical  returns  on
different types of assets. The following chart presents historical return trends
for various types of securities.  The information presented,  while not directly
related to the  performance of the Funds of the Separate  Account or the Trusts'
portfolios,  may help to  provide a  perspective  on the  potential  returns  of
different  asset  classes over  different  periods of time.  By  combining  this
information  with your knowledge of your own financial needs, you may be able to
better determine how you wish to allocate your premiums.

Historically, the investment performance of common stocks over the long term has
generally been superior to that of long or short-term debt securities,  although
common  stocks have been  subject to more  dramatic  changes in value over short
periods of time. The Common Stock Fund of the Separate  Account may,  therefore,
be a desirable  selection for policyowners who are willing to accept such risks.
Policyowners who have a need to limit short-term risk, may find it preferable to
allocate a smaller  percentage  of their net premiums to those funds that invest
primarily in common stock. Any investment in securities, whether equity or debt,
involves  varying  degrees of potential  risk,  in addition to offering  varying
degrees of potential reward.

The chart on page B-2  illustrates  the average annual  compound rates of return
over selected time periods  between  December 31, 1926 and December 31, 1996 for
common  stocks,   long-term   government  bonds,   long-term   corporate  bonds,
intermediate-term  government bonds and Treasury Bills. The Consumer Price Index
is shown as a measure of inflation for comparison  purposes.  The average annual
returns assume the reinvestment of dividends, capital gains and interest.

The  information  presented  is an  historical  record  of  unmanaged  groups of
securities  and is neither an estimate  nor a guarantee  of future  results.  In
addition,  investment management fees and expenses and charges associated with a
variable life insurance policy, are not reflected.

The rates of return illustrated do not represent returns of the Separate Account
or the Trusts and do not constitute a representation that the performance of the
Separate  Account Funds or the Trusts'  portfolios  will  correspond to rates of
return such as those illustrated in the chart. For a comparative illustration of
performance results of the portfolios of The Hudson River Trust, see page B-1 of
the HRT prospectus.

                                      B-1


<PAGE>


<TABLE>
<CAPTION>
                                                                AVERAGE ANNUAL RATES OF RETURN

FOR THE
FOLLOWING                                       LONG-TERM        LONG-TERM      INTERMEDIATE-        U.S.           CONSUMER
PERIODS ENDING                  COMMON         GOVERNMENT        CORPORATE       TERM GOV'T        TREASURY           PRICE
12/31/96:                       STOCKS            BONDS            BONDS            BONDS            BILLS            INDEX
- --------                        ------            -----            -----            -----            -----            -----
<S>                              <C>               <C>              <C>              <C>              <C>              <C>  
 1 year..................        23.07%           -0.93%            1.40%            2.10%            5.21%            3.58%
 3 years.................        19.66             6.36             6.72             4.19             4.90             2.93
 5 years.................        15.20             8.98             8.52             6.17             4.22             2.89
10 years.................        15.28             9.39             9.48             7.77             5.46             3.70
20 years.................        14.55             9.54             9.71             9.14             7.28             5.15
30 years.................        11.85             7.75             8.24             8.27             6.73             5.39
40 years.................        11.18             6.51             6.99             7.08             5.80             4.47
50 years.................        12.59             5.33             5.76             5.89             4.89             4.08
60 years.................        11.19             5.06             5.38             5.32             4.10             4.13
Since 1926...............        10.71             5.08             5.64             5.21             3.74             3.12
Inflation Adjusted
Since 1926...............         7.36             1.90             2.44             2.02             0.60
- ----------------------------
</TABLE>

*Source:  Ibbotson,  Roger G. and Rex A. Sinquefield,  STOCKS, BONDS, BILLS, AND
 INFLATION (SBBI),  1982,  updated in STOCKS,  BONDS,  BILLS, AND INFLATION 1997
 YEARBOOK,(TM) Ibbotson Associates, Inc., Chicago. All rights reserved.

 Common Stocks (S&P 500) -- Standard and Poor's  Composite  Index,  an unmanaged
 weighted  index of the stock  performance  of 500  industrial,  transportation,
 utility and financial companies.

 Long-term  Government Bonds -- Measured using a one-bond portfolio  constructed
 each year  containing a bond with  approximately  a twenty-year  maturity and a
 reasonably current coupon.

 Long-term  Corporate  Bonds -- For the period 1969 - 1996,  represented  by the
 Salomon  Brothers  Long-Term,  High-Grade  Corporate Bond Index; for the period
 1946 - 1968, the Salomon  Brothers' Index was backdated using Salomon Brothers'
 monthly yield data and a methodology similar to that used by Salomon for 1969 -
 1996; for the period 1926 - 1945,  the Standard and Poor's  monthly  High-Grade
 Corporate  Composite  yield data were used,  assuming a 4 percent  coupon and a
 twenty-year maturity.


 Intermediate-term   Government  Bonds  --  Measured  by  a  one-bond  portfolio
 constructed  each  year  containing  a  bond  with  approximately  a  five-year
 maturity.

 U.S. Treasury Bills -- Measured by rolling over each month a one-bill portfolio
 containing,  at the  beginning  of each  month,  the bill  having the  shortest
 maturity not less than one month.

 Inflation  -- Measured  by the  Consumer  Price  Index for all Urban  Consumers
 (CPI-U), not seasonally adjusted.


                                      B-2

<PAGE>



                         VARIABLE LIFE INSURANCE POLICY

                               [THE CHAMPION LOGO]

                                    ISSUED BY
                [EQUITABLE VARIABLE LIFE INSURANCE COMPANY LOGO]

VM 372                                       PROSPECTUS DATED SEPTEMBER 30, 1987


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

                             THE HUDSON RIVER TRUST

                          PRINCIPAL OFFICE LOCATED AT:

                               787 SEVENTH AVENUE
                              NEW YORK, N.Y. 10019

HRT 102                                      PROSPECTUS DATED SEPTEMBER 30, 1987


<PAGE>


[THE CHAMPION LOGO]
A VARIABLE LIFE INSURANCE POLICY

ISSUED BY

[EQUITABLE VARIABLE LIFE INSURANCE LOGO]
EQUITABLE VARIABLE LIFE INSURANCE COMPANY
NEW YORK, N.Y.

PROSPECTUS DATED SEPTEMBER 30, 1987

- --------------------------------------------------------------------------------
In this prospectus, "Equitable Variable", "we", "our", and "us" mean Equitable
Variable Life Insurance Company. We are a wholly-owned subsidiary of The
Equitable Life Assurance Society of the United States, a New York mutual life
insurance company (Equitable).

"You" and "your" mean the policyowner. We refer to the person who is covered by
the policy as the "insured", because the policyowner may be someone other than
the insured.

- --------------------------------------------------------------------------------
The Champion(TM) (Policy Form No. 85-11) is a scheduled premium variable whole
life insurance policy with a level face amount. The Death Benefit, Account Value
and Cash Surrender Value of a policy may vary based on the investment experience
of the assets supporting the policy; however, a policy's Death Benefit will
never be less than its face amount.

You direct the allocation of your premiums, net of certain deductions, among one
or more of the investment divisions of Equitable Variable's Separate Account I.
The assets in each division are invested in corresponding portfolios of The
Hudson River Trust. The Trust is the successor to The Hudson River Fund, Inc.
pursuant to an Agreement and Plan of Reorganization dated September 30, 1987.

The prospectus for the Trust, attached to this prospectus, describes the
investment objectives, policies and risks of each of the Trust's Portfolios.
Currently, High Yield, Aggressive Stock, Common Stock, Balanced and Money Market
Portfolios are available under the Champion.

This is a permanent life insurance policy which provides insurance coverage and
requires periodic premium payments over time. When purchasing this policy, you
should consider your ability to pay these premiums on a periodic schedule.
During the policy's early years, if you fail to pay premiums or surrender your
policy you will incur a significant surrender charge.

A policy is serviced through the regional Life Insurance Center listed on page 3
of the policy when issued. Equitable Variable's Home Office is 787 Seventh
Avenue, New York, N.Y. 10019, telephone (212) 714-5289.

You have the right to examine this policy and return it to us for a refund.

Read this prospectus carefully and keep it for future reference. This prospectus
is not valid unless attached to a current prospectus for The Hudson River Trust.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Replacing existing insurance with the policy described in this prospectus may
not be to your advantage. We recommend that you consult with your Equitable
agent or financial adviser to determine if replacement would be to your
advantage.

- --------------------------------------------------------------------------------
M-372
Copyright 1987 Equitable Variable Life Insurance Company. All rights reserved.


<PAGE>


- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
                                                                            PAGE
- --------------------------------------------------------------------------------
PART 1 -- SUMMARY                                                              1
- --------------------------------------------------------------------------------
       FEATURES OF THE CHAMPION                                                1
       -------------------------------------------------------------------------
       USING YOUR ACCOUNT VALUE                                                1
       -------------------------------------------------------------------------
       INVESTMENT CHOICES OF THE CHAMPION                                      2
       -------------------------------------------------------------------------
       DEDUCTIONS AND CHARGES                                                  2
       -------------------------------------------------------------------------
       ADDITIONAL INFORMATION                                                  3
       -------------------------------------------------------------------------
       CONDENSED FINANCIAL INFORMATION                                         4
       -------------------------------------------------------------------------
       HYPOTHETICAL ILLUSTRATIONS                                              5
- --------------------------------------------------------------------------------
PART 2 -- DETAILED INFORMATION ABOUT EQUITABLE VARIABLE AND THE TRUST          6
- --------------------------------------------------------------------------------
       EQUITABLE VARIABLE                                                      6
       -------------------------------------------------------------------------
       EQUITABLE                                                               6
       -------------------------------------------------------------------------
          Equitable's Investment In Equitable Variable                         6
          ----------------------------------------------------------------------
          Donaldson, Lufkin & Jenrette, Inc.                                   6
       -------------------------------------------------------------------------
       INVESTMENT CHOICES                                                      6
       -------------------------------------------------------------------------
       THE SEPARATE ACCOUNT AND ITS DIVISIONS                                  6
       -------------------------------------------------------------------------
          A Unit Investment Trust                                              6
          ----------------------------------------------------------------------
          The Investment Divisions Of The Separate Account                     6
          ----------------------------------------------------------------------
          Other Policies Use The Separate Account                              7
          ----------------------------------------------------------------------
          We Own The Assets Of The Separate Account                            7
       -------------------------------------------------------------------------
       THE TRUST                                                               7
       -------------------------------------------------------------------------
       PREDECESSORS OF THE TRUST                                               7
       -------------------------------------------------------------------------
       INVESTMENT OBJECTIVES OF THE PORTFOLIOS                                 8
       -------------------------------------------------------------------------
       THE TRUST'S INVESTMENT ADVISER                                          8
- --------------------------------------------------------------------------------
PART 3 -- DETAILED INFORMATION ABOUT THE CHAMPION                              9
- --------------------------------------------------------------------------------
       PREMIUMS                                                                9
- --------------------------------------------------------------------------------
          You Direct The Investment Of Your Premiums                           9
          ----------------------------------------------------------------------
          Premium Reductions For Non-Smokers                                   9
          ----------------------------------------------------------------------
          Illustration Of Premium Rates                                        9
       -------------------------------------------------------------------------
       DEDUCTIONS FROM PREMIUMS                                               10
       -------------------------------------------------------------------------
          Annual Administrative Charge                                        10
          ----------------------------------------------------------------------
          Additional First Year Administrative Charge                         10
          ----------------------------------------------------------------------
          Risk Charge                                                         10
          ----------------------------------------------------------------------
          Front-End Sales Load                                                10
          ----------------------------------------------------------------------
          State Premium Tax Charge                                            10
          ----------------------------------------------------------------------
          Example of Deductions From Premiums                                 11
       -------------------------------------------------------------------------
       SURRENDER CHARGE                                                       11
       -------------------------------------------------------------------------
       CHARGES AGAINST THE SEPARATE ACCOUNT                                   12
       -------------------------------------------------------------------------
          Cost of Insurance                                                   12
          ----------------------------------------------------------------------
          Charges For Mortality And Expense Risks                             12
          ----------------------------------------------------------------------
          Expenses Of The Trust                                               12
       -------------------------------------------------------------------------
       DEATH BENEFITS                                                         12
       -------------------------------------------------------------------------
       VARIABLE ADJUSTMENT AMOUNT                                             13
       -------------------------------------------------------------------------
          The Variable Adjustment Amount Is Cumulative                        14
          ----------------------------------------------------------------------
          Net Return                                                          14
          ----------------------------------------------------------------------
          How The Death Benefit Varies                                        14
       -------------------------------------------------------------------------
       ACCOUNT VALUES AND CASH SURRENDER VALUES                               15
       -------------------------------------------------------------------------
          How We Determine Account Value                                      15
          ----------------------------------------------------------------------
          How We Determine Cash Surrender Value                               15
       -------------------------------------------------------------------------
       POLICY LOANS                                                           15
       -------------------------------------------------------------------------
          How To Request A Loan                                               16
          ----------------------------------------------------------------------
          Repayment                                                           16
          ----------------------------------------------------------------------
          Policy Loan Interest                                                16
          ----------------------------------------------------------------------
          The Effect Of A Policy Loan                                         16
          ----------------------------------------------------------------------
          Additional Information About Adjustable Rates                       17
       -------------------------------------------------------------------------
       OTHER POLICY TRANSACTIONS                                              17
       -------------------------------------------------------------------------
          Returning The Policy For Cash                                       17
          ----------------------------------------------------------------------
          Transfers Among Investment Choices                                  18
          ----------------------------------------------------------------------
          When A Division Becomes Inactive                                    18
       -------------------------------------------------------------------------
       YOUR RIGHT TO EXAMINE THE POLICY                                       18
       -------------------------------------------------------------------------
       YOUR RIGHT TO EXCHANGE THE POLICY                                      18
       -------------------------------------------------------------------------
       YOUR POLICY CAN LAPSE                                                  19
       -------------------------------------------------------------------------
       OPTIONS ON LAPSE                                                       19
       -------------------------------------------------------------------------
          Payment Of Cash Option                                              19
          ----------------------------------------------------------------------
          Continued Insurance Option                                          19
          ----------------------------------------------------------------------
          Reinstatement Option                                                20
       -------------------------------------------------------------------------
       POLICY PERIODS, ANNIVERSARIES, DATES AND AGES                          20
       -------------------------------------------------------------------------
       LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY                            21
       -------------------------------------------------------------------------
       ADDITIONAL INFORMATION ABOUT THE CHAMPION                              21
       -------------------------------------------------------------------------
          When We Pay Proceeds                                                21
          ----------------------------------------------------------------------
          Your Payment Options                                                21
          ----------------------------------------------------------------------
          Additional Benefits You May Get By Rider                            22
          ----------------------------------------------------------------------
          Beneficiary                                                         23
          ----------------------------------------------------------------------
          Assignment                                                          23
          ----------------------------------------------------------------------
          Premium Payments By Salary Allotment                                23
          ----------------------------------------------------------------------
          Employee Benefit Plans                                              23
          ----------------------------------------------------------------------
          You Will Receive Periodic Reports                                   23
          ----------------------------------------------------------------------
          Dividends                                                           23
- --------------------------------------------------------------------------------
PART 4 -- ADDITIONAL INFORMATION                                              24
- --------------------------------------------------------------------------------
       TAX EFFECTS                                                            24
       -------------------------------------------------------------------------
          Policy Proceeds                                                     24
          ----------------------------------------------------------------------
          Pension And Profit Sharing Plans                                    24
          ----------------------------------------------------------------------
          Our Income Taxes                                                    25
          ----------------------------------------------------------------------
          Tax Reform                                                          25
          ----------------------------------------------------------------------
          Income Tax Withholding                                              25
       -------------------------------------------------------------------------
       YOUR VOTING PRIVILEGES                                                 25
       -------------------------------------------------------------------------
          General                                                             25
          ----------------------------------------------------------------------
          Voting Privileges Of Others                                         26
          ----------------------------------------------------------------------
          Determining Your Vote                                               26
          ----------------------------------------------------------------------
          Law Changes May Affect Your Voting Privileges                       27
       -------------------------------------------------------------------------
       OUR RIGHTS                                                             27
       -------------------------------------------------------------------------
          Substitution of Trust Shares                                        27
       -------------------------------------------------------------------------
       SALES AND OTHER AGREEMENTS                                             27
       -------------------------------------------------------------------------
          Sales By Agents Of Equitable                                        27
          ----------------------------------------------------------------------
          Commission Schedule                                                 28
          ----------------------------------------------------------------------
          Sales By Brokers                                                    28
          ----------------------------------------------------------------------
          Applications                                                        28
          ----------------------------------------------------------------------
          Joint Services Agreement                                            28
       -------------------------------------------------------------------------
       REGULATION                                                             28
       -------------------------------------------------------------------------
       LEGAL PROCEEDINGS                                                      28
       -------------------------------------------------------------------------
       LEGAL MATTERS                                                          28
       -------------------------------------------------------------------------
       FINANCIAL AND ACTUARIAL EXPERTS                                        29
       -------------------------------------------------------------------------
       ADDITIONAL INFORMATION                                                 29
       -------------------------------------------------------------------------
       MANAGEMENT                                                             29
- --------------------------------------------------------------------------------
PART 5 -- ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES AND CASH
          SURRENDER VALUES, AND ACCUMULATED PREMIUMS                          32
- --------------------------------------------------------------------------------
PART 6 -- FINANCIAL STATEMENTS                                                39
- --------------------------------------------------------------------------------
THE PURPOSE OF THE POLICY WE ARE OFFERING IS TO PROVIDE INSURANCE PROTECTION FOR
A POLICY'S BENEFICIARY. WE DO NOT CLAIM THAT THE POLICY IS IN ANY WAY SIMILAR TO
OR COMPARABLE TO A MUTUAL FUND'S SYSTEMATIC INVESTMENT PLAN.
- --------------------------------------------------------------------------------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFERING OF THE CHAMPION OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS OR ANY SUPPLEMENT HERETO OR IN ANY SUPPLEMENTAL
SALES MATERIAL AUTHORIZED BY EQUITABLE VARIABLE.
- --------------------------------------------------------------------------------

                                       i

<PAGE>


- --------------------------------------------------------------------------------
PART 1 -- SUMMARY

- --------------------------------------------------------------------------------
The summary contained in this Part 1 is qualified in its entirety by the more
detailed information and financial statements appearing elsewhere in this
prospectus. Unless indicated otherwise, this prospectus assumes that all
premiums are paid on time and there is no outstanding policy loan. The
description of The Champion in this prospectus is subject to the terms of the
policy you buy and any supplement or endorsement to it. You may review a copy of
our policy and any supplement or endorsement to it on request.

- --------------------------------------------------------------------------------
FEATURES OF
THE CHAMPION

PREMIUMS. This policy requires premium payments on a regular basis (monthly,
quarterly, semi-annually or annually) for life. We guarantee that a premium will
not increase once it has been determined. The size of an annual premium depends
on the initial face amount and the insured's risk class, age and sex. The
initial face amount must be at least $50,000. Failure to pay premiums will
result in the lapse of your policy. See "Surrender Charge" in Part 3.

For non-smokers who meet our requirements we reduce our premiums by
approximately 7% for policies with face amounts under $200,000 and approximately
9% for larger policies.

DEATH BENEFIT. The Death Benefit under the policy may increase or decrease if
the investment experience of the division or divisions of the Separate Account
into which you choose to put your net annual premiums varies from the assumed
investment return of 4-1/2%. The Death Benefit is adjusted annually on each
policy anniversary. However, if the Account Value at the date of death,
considered as a single premium, can buy more Death Benefit, then the Death
Benefit will be this higher amount. The guaranteed minimum Death Benefit is the
face amount of the policy regardless of the investment experience of the
divisions of the Separate Account. See "Death Benefits" in Part 3.

ACCOUNT VALUE. We put your annual premiums, net of certain deductions, in one or
more of the investment divisions of Equitable Variable's Separate Account I (the
Separate Account). You decide whether your policy's net annual premium will be
put entirely in one division or whether you want a percentage in two or more
divisions.

The Account Value of a policy may vary daily to reflect the investment
experience of the divisions of the Separate Account in which you have value. The
Account Value is the tabular Account Value specified in the policy (based on a
constant net investment return of 4-1/2% a year), adjusted for investment
experience. Unlike the Death Benefit, which has a guaranteed minimum, we do not
guarantee a minimum Account Value. You will bear the entire market risk for
Account Value. You may request that all or part of your Account Value be
transferred among the divisions of the Separate Account. See "Other Policy
Transactions -- Transfers Among Investment Choices" in Part 3.

- --------------------------------------------------------------------------------
USING YOUR
ACCOUNT VALUE

POLICY LOANS. You may borrow up to 90% of your policy's loan value during the
first ten years and 100% thereafter. The loan value is based on your adjusted
Cash Surrender Value. The Cash Surrender Value is the difference between the
Account Value and the surrender charge which applies during the first ten policy
years. Loans are available at a fixed interest rate of 5-1/2% or at an
adjustable rate. The portion of your Cash Surrender Value equal to the amount
you borrow is transferred out of the Separate Account and, therefore, is not
affected by investment experience. You will, however, earn interest on amounts
set aside to secure your loan. For a loan at a fixed interest rate of 5-1/2%, we
will credit the assumed interest rate of 4-1/2%. For a loan at an adjustable
rate, we will credit the adjustable loan interest rate less 0.75% (and less any
charge for taxes) on the borrowed amounts. See "Policy Loans" in Part 3.

SURRENDERING YOUR POLICY FOR CASH. If you surrender your policy for cash, we
will pay you the Cash Surrender Value less any outstanding loan and loan
interest due. Subject to certain conditions, you may split your policy into two
policies and return one for cash. See "Other Policy Transactions -- Returning
The Policy For Cash" in Part 3.

TRANSFERS AMONG INVESTMENT CHOICES. You may transfer your Account Value among
the divisions of the Separate Account up to four times in a policy year. See
"Other Policy Transactions -- Transfers Among Investment Choices" in Part 3.

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

                                       1
<PAGE>


- --------------------------------------------------------------------------------
INVESTMENT CHOICES
OF THE CHAMPION

THE TRUST. Each division of the Separate Account invests in a corresponding
portfolio (Portfolio) of The Hudson River Trust (the Trust), a "series" type
mutual fund. Each Portfolio has different investment objectives. Currently, the
following Portfolios are available for investment by the corresponding divisions
of the Separate Account:

o High Yield
o Aggressive Stock
o Common Stock
o Balanced
o Money Market

INVESTMENT ADVISERS. Equitable Capital Management Corporation (Equitable
Capital) is the investment adviser of the Trust. Equitable Capital is registered
with the Securities and Exchange Commission (SEC) as an investment adviser under
the Investment Advisers Act of 1940. The maximum effective annual rate at which
the Trust pays advisory fees is 0.55% of the average daily value of a
Portfolio's aggregate net assets. HOWEVER, WE CREDIT THE CHAMPION POLICIES SO
THAT THE TRUST'S ADVISORY FEES DO NOT EXCEED A 0.25% EFFECTIVE ANNUAL RATE.

For a full description of the Trust, see the attached Trust prospectus and the
Trust's Statement of Additional Information referred to therein.

- --------------------------------------------------------------------------------
DEDUCTIONS AND
CHARGES

DEDUCTIONS FROM PREMIUMS. Your net annual premium is put into the Separate
Account each year. Deductions are made from your payments for any optional
insurance benefits, a front-end sales load at a maximum of 5% per year, state
premium taxes, annual administrative expenses and a risk charge for the
guaranteed minimum Death Benefit. In the first policy year we also deduct a
fixed charge for expenses incurred in issuing the policy. See "Deductions From
Premiums" in Part 3.

Commissions and other sales expenses in any year are paid by Equitable Variable.
They do not represent a charge against your premiums. During the early policy
years, these sales expenses will be considerably higher than the sales charges
that will be collected for those years. See "Sales And Other Agreements" in Part
4.

CHARGES AGAINST THE SEPARATE ACCOUNT. The amount in the divisions of the
Separate Account credited to your policy is decreased by the cost of your
insurance protection. Also, the investment experience of the Separate Account
reflects a daily charge we make at an effective annual rate of 0.50% of the
value of the policy assets of the Separate Account for certain mortality and
expense risks. In addition, we reserve the right to make a charge in the future
for taxes or provisions made for taxes. Any charges against the divisions will
have an impact on whether the divisions earn more than the assumed rate of
4-1/2% and whether your policy's Death Benefit increases above the guaranteed
minimum. See "Charges Against The Separate Account" in Part 3.

EXPENSES OF THE TRUST. Shares of the Trust are purchased and redeemed at their
net asset value which reflects management fees and other expenses already
deducted from the assets of the Trust. The Trust does not impose a sales charge.
See "The Trust" in Part 2.

SURRENDER CHARGE. If you surrender your policy or allow it to lapse before its
tenth anniversary you will incur a surrender charge. The charge is a maximum of
22-1/2% of the premiums paid if the surrender is during the first policy year.
Thereafter the percentage of total premiums declines until it reaches zero at
the end of the tenth policy year. See "Surrender Charge" and "Your Policy Can
Lapse" in Part 3.

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

                                       2
<PAGE>


- --------------------------------------------------------------------------------
ADDITIONAL
INFORMATION

YOUR RIGHT TO EXAMINE THE POLICY. You have a limited right to return your policy
for cancellation and a full refund of premiums paid. Your request must be
postmarked by the latest of

o 10 days after you receive your policy; or
o 10 days after we mail a written Notice of Withdrawal Right; or
o 45 days after Part 1 of the policy application was signed.

Also, within 24 months of a policy's issue date, you may exchange it for a fixed
whole life policy issued by us on the life of the insured without submitting
proof of insurability.

INCOME TAXES. Generally, the Death Benefit paid to the beneficiary of this
policy is not subject to Federal income tax. In addition, under current Federal
tax law, you do not have to pay income tax on any increase in your Account Value
unless the policy is surrendered or allowed to lapse. See "Tax Effects" in Part
4.

YOUR POLICY CAN LAPSE. This policy will remain in force for the life of the
insured person unless you fail to pay premiums or unless the unpaid portion of
any policy loan plus unpaid loan interest exceeds the Cash Surrender Value of
your policy. See "Your Policy Can Lapse" in Part 3.

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

                                       3
<PAGE>


- --------------------------------------------------------------------------------
CONDENSED
FINANCIAL
INFORMATION

The effective annual net rates of return for the Common Stock Division from the
date on which premiums were first allocated to its predecessor, January 13,
1976, to December 31, 1986 was 14.36%. For the same period ended December 31,
1986, the average annual increase for the Standard and Poor's 500 Stock Index
with dividends reinvested was 14.06%. (Standard and Poor's is an unmanaged index
of groups of common stocks.)

The effective annual net rates of return for the Money Market Division from the
date on which premiums were first allocated to its predecessor, August 21, 1981,
to December 31, 1986 was 9.60%.

The tables below show the actual net returns of the Common Stock and Money
Market Divisions of the Separate Account, as if the Reorganization discussed
under "Predecessors Of The Trust" in Part 2 had always been in effect. The
tables show the actual net returns of the predecessors of the Common Stock and
Money Market Divisions operating as management investment companies prior to the
Reorganization. The same results would have been achieved if the Separate
Account had operated as a unit investment trust investing in the Trust for all
the periods shown with the operations of the Trust having been as currently
reported in the Trust's separate Prospectus and Statement of Additional
Information. The tables break the net return into its component parts. The
tables reflect mortality and expense risk charges but do not reflect cost of
insurance charges. See "Charges Against the Separate Account."

When you examine the tables, remember that the percentages apply to a policy
with its policy year starting on the first day of the periods shown and apply to
a policy that would have been in force throughout the periods shown. Because
they are determined each December 31, the percentages do not reflect the average
net assets in the Common Stock and Money Market Divisions during those periods.
To get a more complete picture of the Separate Account and its divisions, refer
to the financial statements and related notes in the Statement of Additional
Information for the Trust.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK DIVISION                                                                                                    January 13,
                                                          Year Ended December 31,                                            1976 to
                       ----------------------------------------------------------------------------------------------   December 31,
                         1986      1985     1984      1983      1982     1981      1980      1979     1978      1977      1976(a)(b)
                       -------------------------------------------------------------------------------------------------------------
<S>                     <C>       <C>      <C>       <C>       <C>      <C>       <C>       <C>       <C>      <C>           <C>  
NET RETURN:
Income(c)                1.55 %    2.92 %   3.22 %    2.65 %    4.64 %   4.02 %    4.35 %    3.91 %   4.06 %    3.49 %       2.63 %
Net realized and
   unrealized gain
   (loss) on
   investments          16.04 %   30.91 %  (4.68)%   24.06 %   13.58 %  (9.40)%   46.48 %   26.56 %   4.72 %  (12.26)%       7.00 %
                        -----     -----     ----     -----     -----     ----     -----     -----     ----     -----         ----
Gross Return            17.59 %   33.83 %  (1.46)%   26.71 %   18.22 %  (5.38)%   50.83 %   30.47 %   8.78 %   (8.77)%       9.63 %
Expense charges(c)       (.59)%    (.74)%   (.74)%    (.94)%    (.95)%   (.70)%   (1.13)%    (.98)%   (.81)%    (.69)%       (.77)%
                        -----     -----     ----     -----     -----     ----     -----     -----     ----     -----         ----
Net Return              17.00 %   33.09 %  (2.20)%   25.77 %   17.27 %  (6.08)%   49.70 %   29.49 %   7.97 %   (9.46)%       8.86 %
                        =====     =====     ====     =====     =====     ====     =====     =====     ====     =====         ====
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET DIVISION                                                Year Ended December 31,                         August 21, 1981
                                                            ------------------------------------------               to December 31,
                                                            1986     1985(d)   1984     1983      1982                    1981(a)(b)
                                                            ------------------------------------------------------------------------
<S>                                                         <C>      <C>      <C>       <C>      <C>                        <C>  
NET RETURN:
Income(c)                                                   6.83 %   8.65 %   11.00 %   9.56 %   13.53%                     5.46 %
Net realized and unrealized gain (loss) on investments      0.03 %   (.09)%     .42 %   (.06)%     .03%                      .06 %
                                                            ----     ----     -----     ----     -----                      ---- 
Gross Return                                                6.86 %   8.56 %   11.42 %   9.50 %   13.56%                     5.52 %
Expense charges(c)                                          (.55)%   (.60)%    (.84)%   (.83)%    (.84)%                    (.35)%
                                                            ----     ----     -----     ----     -----                      ---- 
Net Return                                                  6.31 %   7.96 %   10.58 %   8.67 %   12.72%                     5.17 %
                                                            ====     ====     =====     ====     =====                      ==== 

- --------------------------------------------------------------------------------
<FN>
S(a) Date as of which net premiums under variable life policies were first
    allocated to the predecessor of the division.

(b) The gross return and the net return for the periods indicated are not annual
    rates of return.

(c) Subsequent to March 22, 1985, the advisory service fees have been deducted
    in arriving at income rather than as an expense charge.

(d) Net return for 1985 has been adjusted to reflect a recalculation of the net
    return of the division.
</FN>
</TABLE>

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

                                       4
<PAGE>


- --------------------------------------------------------------------------------
HYPOTHETICAL
ILLUSTRATIONS

The following illustrations are based on the assumptions that since January 1,
1976 The Champion policy had been available and the Separate Account and the
Trust had been operating in the same manner as they now operate.

Each of these examples of past investment performance is for a specific age,
sex, risk class, premium amount and policy anniversary. The benefits illustrated
under this policy are calculated on the policy anniversary and do not represent
the average net investment performance of our pre-Reorganization Separate
Accounts during the policy year. The guaranteed minimum Death Benefit is the
face amount of the policy and does not vary based on investment performance. The
difference between the Account Value and the Cash Surrender Value is the
surrender charge. These examples assume that net premiums and related Account
Values and Cash Surrender Values are 100% in the respective divisions of the
Separate Account for the entire period illustrated. PAST INVESTMENT RESULTS
SHOULD NOT BE DEEMED A REPRESENTATION OF FUTURE INVESTMENT EXPERIENCE OF THE
DIVISIONS OF THE SEPARATE ACCOUNT OR INVESTMENT PERFORMANCE OF THE TRUST.

For illustrations based on various constant hypothetical annual investment
returns, see "Illustrations Of Death Benefits, Account Values And Cash Surrender
Values, And Accumulated Premiums" in Part 5.

COMMON STOCK DIVISION. The following example shows how the net return of the
Common Stock Division would have affected the Death Benefits, Account Values and
Cash Surrender Values of an annual premium policy dated January 1, 1976. Assume
a premium of $500 and that the insured was a 25 year old male on January 1,
1976.

                                  THE CHAMPION
- --------------------------------------------------------------------------------
                      VARIABLE WHOLE LIFE INSURANCE POLICY
                       ($53,427 Face Amount Standard Risk)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                  Cash                                 Guaranteed
Policy Anniversary        Account            Surrender                Death               Minimum
on January 1 of             Value                Value              Benefit         Death Benefit
- -------------------------------------------------------------------------------------------------
<S>                       <C>                  <C>                  <C>                   <C>    
       1977               $  184               $   81               $53,496               $53,427
       1978                  448                  310                53,427                53,427
       1979                  859                  686                53,427                53,427
       1980                1,510                1,307                54,732                53,427
       1981                2,881                2,651                60,033                53,427
       1982                3,006                2,758                58,209                53,427
       1983                3,817                3,560                59,947                53,427
       1984                5,316                5,095                64,871                53,427
       1985                5,465                5,341                62,905                53,427
       1986                7,783                7,783                70,973                53,427
       1987                9,625                9,625                76,259                53,427
- -------------------------------------------------------------------------------------------------
</TABLE>

This example reflects net investment income credited at the assumed rate of
4-1/2% from January 1, 1976 to January 12, 1976, and an actual rate of return
for the Common Stock Division assuming the investment performance of the Trust's
Common Stock Portfolio was the same as that of our pre-Reorganization Separate
Account I starting January 13, 1976.

MONEY MARKET DIVISION. The following example shows how the net return of the
Money Market Division would have affected the Death Benefits, Account Values and
Cash Surrender Values of an annual premium policy dated January 1, 1982. Assume
a premium of $500 and that the insured was a 25 year old male on January 1,
1982.

                                  THE CHAMPION
- --------------------------------------------------------------------------------
                      VARIABLE WHOLE LIFE INSURANCE POLICY
                       ($53,427 Face Amount Standard Risk)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                  Cash                                 Guaranteed
Policy Anniversary        Account            Surrender                Death               Minimum
on January 1 of             Value                Value              Benefit         Death Benefit
- -------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>                 <C>                   <C>    
       1983               $  195                $   91              $53,562               $53,427
       1984                  573                   436               53,721                53,427
       1985                1,004                   831               54,076                53,427
       1986                1,444                 1,242               54,357                53,427
       1987                1,890                 1,660               54,548                53,427
- -------------------------------------------------------------------------------------------------
</TABLE>

                                       5
<PAGE>


PART 2 -- DETAILED INFORMATION ABOUT EQUITABLE VARIABLE
          AND THE TRUST

- --------------------------------------------------------------------------------
EQUITABLE VARIABLE

Equitable Variable, a wholly-owned subsidiary of Equitable, was organized in
1972 in New York State as a stock life insurance company. We are licensed to do
business in all 50 states, Puerto Rico, the Virgin Islands and the District of
Columbia.

We sell both traditional and innovative forms of life insurance designed to give
policyowners maximum choice and flexibility. In 1976 we began selling variable
life insurance policies with death benefits that varied with the experience of
each policy's investment account. In 1983 we began selling variable life
insurance policies which could be purchased with a single premium payment. In
1986, we began selling an individual flexible premium variable life policy
designed to provide insurance coverage with flexibility in death benefits and
premium payments. We also sell single premium annuity contracts, fixed life
insurance, term life insurance and universal life insurance.

At the end of 1986, we had approximately $9.7 billion face amount of variable
life insurance in force and $47.1 billion face amount of fixed life insurance in
force. We also had $1.9 billion of fixed annuity payment obligations.

Our financial statements and those of the Separate Account are in Part 6.

- --------------------------------------------------------------------------------
EQUITABLE

Equitable is a New York mutual life insurance company that has its home office
at 787 Seventh Avenue, New York, New York 10019.

Equitable has been in business since 1859. Its total assets make it the third
largest life insurance company in the United States. On December 31, 1986, these
assets were approximately $55 billion. Equitable is also one of the largest
managers of pension fund assets in the United States. On December 31, 1986,
Equitable and its subsidiaries were managing pension fund assets of $66.2
billion and total assets of $102.7 billion. These assets include amounts in our
General Account, Equitable's General Account and separate accounts, and other
accounts managed by Equitable and Equitable Capital.

On December 31, 1986, Equitable Capital was managing approximately $30 billion
in assets. Equitable Capital acts as an investment adviser to various separate
accounts and general accounts of Equitable and other affiliated insurance
companies. Equitable Capital also provides management and consulting services to
mutual funds, endowment funds, insurance companies, foreign entities, and
non-tax-qualified corporate funds, pension and profit-sharing plans, foundations
and tax-exempt organizations.

EQUITABLE'S INVESTMENT IN EQUITABLE VARIABLE. Between the time Equitable
Variable was organized and December 31, 1986, Equitable invested over $570
million in us. We have used the money to help meet operational costs and policy
reserve requirements. Equitable will probably invest more money in us in the
future, although it has no legal obligation to do so. Equitable's assets do not
back the benefits that we pay under our policies.

DONALDSON, LUFKIN & JENRETTE, INC. Donaldson, Lufkin & Jenrette, Inc. (DLJ) is a
wholly-owned subsidiary of Equitable. DLJ and its subsidiaries offer investment
banking and securities services, market independently originated research to
institutions and supply correspondent services, including order execution,
securities clearance and other centralized financial services, to approximately
300 independent regional securities firms and 100 banks. To the extent permitted
by law, we and our separate accounts, Equitable and its separate accounts, and
companies affiliated with us, including the Trust, may engage in securities or
other transactions with DLJ and its subsidiaries, including buying shares of
affiliated investment companies.

- --------------------------------------------------------------------------------
INVESTMENT
CHOICES

After making certain deductions from premiums, we put your net annual premiums
in one or more of the divisions of the Separate Account. You decide how your
policy's net annual premiums will be allocated. See "Premiums -- You Direct The
Investment Of Your Premiums" in Part 3. The Separate Account also invests income
or capital gains dividends received from the Fund in shares of the Fund.

- --------------------------------------------------------------------------------
THE SEPARATE
ACCOUNT AND ITS
DIVISIONS

A UNIT INVESTMENT TRUST. The Separate Account is registered as a unit investment
trust with the SEC under the Investment Company Act of 1940. This registration
does not involve any supervision by the SEC of the management or investment
policy of the Separate Account. A unit investment trust is a type of investment
company.

THE INVESTMENT DIVISIONS OF THE SEPARATE ACCOUNT. The Separate Account has five
investment divisions, each of which invests in shares of a corresponding
Portfolio of the Trust. Currently, the Separate Account consists of High Yield,
Aggressive Stock, Common Stock, Balanced and Money Market Divisions.
- --------------------------------------------------------------------------------

                                       6
<PAGE>


- --------------------------------------------------------------------------------
THE SEPARATE
ACCOUNT AND ITS
DIVISIONS
(continued)

OTHER POLICIES USE THE SEPARATE ACCOUNT. Owners of policies other than The
Champion who have our variable life policies on a single premium basis, as well
as on a periodic premium basis, also have monies placed in the Separate Account.
We may also permit charges owed to us to stay in the Separate Account. Thus, we
may also participate proportionately in the Separate Account. These accumulated
amounts belong to us and we may transfer them from the Separate Account to our
General Account.

WE OWN THE ASSETS OF THE SEPARATE ACCOUNT. Under New York law, we own the assets
of the Separate Account and use them to support your policy and other variable
life policies. The portion of the Separate Account's assets supporting these
policies may not be used to satisfy liabilities arising out of any other
business of ours. Under certain unlikely circumstances, one division of the
Separate Account may be liable for claims relating to the operations of another
division.

- --------------------------------------------------------------------------------
THE TRUST

The Trust is an open-end diversified management investment company, more
commonly called a mutual fund. As a "series" type of mutual fund, it issues
several different "series" of stock, each of which relates to a different Trust
Portfolio. The Trust does not impose a sales charge or "load" for buying and
selling its shares. The Trust's shares are bought and sold by the Separate
Account at net asset value. The Trust's custodian is The Chase Manhattan Bank,
N.A.

The Trust sells its shares to separate accounts of insurance companies, both
affiliated and not affiliated with Equitable. We currently do not foresee any
disadvantages to our policyowners arising out of this. However, if we ever
believe that any of the Trust's Portfolios is so large as materially to impair
the investment performance of a Portfolio or the Trust, we will examine other
investment options.

More detailed information about the Trust, its investment policies, risks,
expenses and all other aspects of its operations, appears in its prospectus,
which is attached to this prospectus, and in its Statement of Additional
Information referred to therein.

- --------------------------------------------------------------------------------
PREDECESSORS OF
THE TRUST

Pursuant to a Plan of Reorganization (Reorganization) approved at a meeting of
our policyowners held on February 14, 1985, effective as of March 22, 1985, we
restructured our Separate Accounts I and II into one separate account in unit
investment trust form. To accomplish this restructuring, we converted our then
existing Separate Account I, a Common Stock Account, and Separate Account II, a
Money Market Account, into our continuing Separate Account I with two investment
divisions: the Common Stock Division and the Money Market Division.

Our pre-Reorganization Separate Account I was established on June 28, 1973 and
our pre-Reorganization Separate Account II was established on December 12, 1980.
Both pre-Reorganization Separate Accounts were established under the insurance
law of New York State as separate investment accounts.

On March 22, 1985, all of the assets and related liabilities of our former
Separate Accounts I and II were transferred to the Common Stock and Money Market
Portfolios of The Hudson River Fund, Inc., respectively, in exchange for shares
in the Portfolios, and we ceased to be an investment adviser of our continuing
Separate Account. The Separate Account no longer requires an investment adviser.
The Reorganization did not change the policy values of then outstanding
policies.

On September 30, 1987, pursuant to an Agreement and Plan of Reorganization
approved by policyowners, The Hudson River Fund, Inc., a Maryland corporation,
was reorganized as a Massachusetts business trust and its name was changed to
The Hudson River Trust. Refer to the prospectus for the Trust for further
information.

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

                                       7
<PAGE>


- --------------------------------------------------------------------------------
INVESTMENT
OBJECTIVES OF THE
PORTFOLIOS

Each Portfolio has a different investment objective which it tries to achieve by
following separate investment policies. The objectives and policies of each
Portfolio will affect its return and its risks. Remember that the investment
experience of the divisions of the Separate Account depends on the performance
of the corresponding Portfolios. The policies and objectives of the Portfolios
corresponding to the divisions available for investment under The Champion are
as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio               Investment Policy                                       Objective
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                     <C>
High Yield              Primarily a diversified mix of high yield,              High return by maximizing current income and, to
                        fixed income securities involving greater               the extent consistent with that objective, capital
                        volatility of price and risk of principal and           appreciation
                        income than high quality fixed income securities        

Aggressive Stock        Primarily common stocks and other                       Long-term growth of capital
                        equity-type securities issued by medium and             
                        smaller sized companies with strong growth              
                        potential                                               

Common Stock            Primarily common stock and other equity-type            Long-term growth of capital and increasing income
                        instruments

Balanced                Common stocks, publicly-traded debt securities          High return through a combination of current
                        and high quality money market instruments               income and capital appreciation

Money Market            Primarily high quality short-term money market          High level of current income while preserving
                        instruments                                             assets and maintaining liquidity
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

There is no guarantee that these objectives will be achieved.

- --------------------------------------------------------------------------------
THE TRUST'S
INVESTMENT ADVISER

The Trust is advised by Equitable Capital, a wholly-owned subsidiary of
Equitable. Equitable Capital is registered with the SEC as an investment adviser
under the Investment Advisers Act of 1940. Equitable Capital's address is 1285
Avenue of the Americas, New York, New York 10019.

We credit the divisions of the Separate Account daily to offset investment
advisory fees of the Trust which exceed a 0.25% effective annual rate and all
other Trust expenses except (a) all brokers' commissions, transfer taxes and
other fees and expenses for services relating to purchases and sales of
Portfolio investments and (b) any Trust income tax liabilities. Equitable
capital provides services pursuant to an investment advisory agreement for a fee
based on the following maximum effective annual percentages of the average daily
value of the aggregate net assets of each of the Portfolios. These annual
percentages for the Portfolios corresponding to the divisions available for
investment under The Champion are: 0.40% for the Common Stock, Balanced and
Money Market Portfolios, 0.50% for the Aggressive Stock Portfolio and 0.55% for
the High Yield Portfolio.

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

                                       8
<PAGE>


PART 3 -- DETAILED INFORMATION ABOUT THE CHAMPION

- --------------------------------------------------------------------------------
PREMIUMS

The size and frequency of your premium payments depend on the initial face
amount, the mode of payment selected, and your risk class, age and sex. We will
charge an additional premium if an extra mortality risk is involved or if you
want certain optional insurance benefits. In general, premium rates for females
will be lower than those for males. In Montana there will be no distinctions
based on sex. The minimum face amount of a policy you may apply for is $50,000.
The policy may be issued to age 75. Before issuing any policy, we require
satisfactory evidence of insurability. If we do not issue a policy, we will
refund any premium that has been paid. (Equitable guarantees the refund.)

Your premium is due on or before the due date shown in the policy and may be
paid annually, semiannually, quarterly or monthly. Monthly payments may be made
through a direct automatic payment plan arranged with your bank. You may request
a change in the frequency of your premium payment by writing to your regional
Life Insurance Center. Regardless of the frequency of your premium payment, your
net annual premium is put into the Separate Account on your policy anniversary.

Premiums are payable over time for the insured's lifetime. However, we guarantee
that your premium will not increase once it has been determined. Premiums are
not affected by the investment experience of the Separate Account. If you fail
to pay your premiums your policy will lapse. See "Your Policy Can Lapse".

YOU DIRECT THE INVESTMENT OF YOUR PREMIUMS. You direct how your net annual
premiums will be applied to the divisions of the Separate Account. You can put
your whole net annual premiums in one or more divisions of the Separate Account.
Percentages cannot be fractions and must add up to 100.

You make your initial decision on the application for your policy. You may write
to your regional Life Insurance Center at any time requesting to change your
decision. Regardless of when you make your request, changes go into effect only
on the next policy anniversary because we allocate net annual premiums to the
Separate Account only on policy anniversaries. It may not always be possible to
make a change that is received less than seven days before a policy
anniversary. In this case, the change will not go into effect until the policy
anniversary following the entire next policy year.

PREMIUM REDUCTIONS FOR NON-SMOKERS. We offer premium reductions that vary with
age, sex and face amount if the insured is a standard risk and meets additional
requirements as to smoking habits. The reduction will be approximately 7% for
policies with face amounts under $200,000 and approximately 9% for larger
policies. Non-smoker rates are available for ages 20 and over.

ILLUSTRATION OF PREMIUM RATES. The following table shows premium rates for each
$1,000 of face amount for a $50,000 policy, which is the minimum, and for a
$200,000 policy, which is the amount where our rates per $1,000 go down.

- --------------------------------------------------------------------------------
                      ILLUSTRATIVE TABLE OF ANNUAL PREMIUM
                           FOR EACH $1,000 FACE AMOUNT
- --------------------------------------------------------------------------------
 Male         $50,000 FACE AMOUNT                   $200,000 FACE AMOUNT
Issue     ----------------------------          ----------------------------
  Age     Standard Risk     Non-Smoker          Standard Risk     Non-Smoker
- --------------------------------------------------------------------------------
   10            $ 5.73           n.a.                 $ 5.00           n.a.
   25              9.41         $ 8.80                   8.68         $ 7.92
   40             17.63          16.43                  16.88          15.38
- --------------------------------------------------------------------------------

                                       9
<PAGE>


PREMIUMS
(continued)

Premiums for semi-annual, quarterly and monthly periods will be higher per year
than the annual premium. This is due to a charge for loss of interest and added
billing and collection costs. The following table compares annual and monthly
premiums for standard risks:

- --------------------------------------------------------------------------------
                COMPARATIVE TABLE OF ANNUAL AND MONTHLY PREMIUMS
                           FOR EACH $1,000 FACE AMOUNT
- --------------------------------------------------------------------------------
     Male
    Issue                                                % Excess Of Total
      Age       Initial                                   Monthly Premiums
(Standard          Face      Annual      Monthly      For Policy Year Over
     Risk)       Amount       Basis        Basis           Annual Premiums
- --------------------------------------------------------------------------------
       10      $ 50,000      $ 5.73        $ .52                       8.9%
                200,000        5.00          .44                       5.6
       25        50,000        9.41          .84                       7.1
                200,000        8.68          .76                       5.1
       40        50,000       17.63         1.55                       5.5
                200,000       16.88         1.46                       3.8

- --------------------------------------------------------------------------------
DEDUCTIONS FROM
PREMIUMS

ANNUAL ADMINISTRATIVE CHARGE. We charge $40 in each policy year for
administrative expenses. The charge is designed to cover the continuing costs of
maintaining your policy, such as premium billing and collection, claim
processing, policy transactions, recordkeeping, communicating with policyowners,
and other expenses and overhead.

ADDITIONAL FIRST YEAR ADMINISTRATIVE CHARGE. In the first policy year we make a
one-time administrative charge of $3.00 for each $1,000 of initial face amount
of a policy with a face amount under $200,000. This charge is $.50 for each
$1,000 of initial face amount for larger policies. This first year
administrative charge is applied to the cost of processing applications,
conducting medical examinations, establishing policy records, and determining
insurability and assigning the insured to a risk class.

RISK CHARGE. We charge 2% of the basic annual premium to provide for the
possibility that an insured will die at a time when, based on the investment
experience of the Separate Account, the Death Benefit that would ordinarily be
paid is less than the guaranteed minimum Death Benefit of the policy. The basic
annual premium is the total annual premium for a standard mortality risk policy
minus the $40 annual administrative charge and minus the premiums for any
optional insurance benefits you take.

FRONT-END SALES LOAD. We make a charge that can be considered a "sales load".
Our front-end sales load will not be more than 5% of the basic annual premium
for each year. Commissions and other sales expenses in any year are paid by
Equitable Variable. They do not represent a charge against premiums. During the
early policy years, these sales expenses are considerably higher than the
front-end sales load charged against the premium for that year. See "Sales And
Other Agreements" in Part 4. We expect to recover our total sales expenses over
the lifetimes of the insureds partly from the front-end sales load and partly
from the surrender charge. To the extent sales expenses are not covered by such
sources, we will cover them from other funds.

STATE PREMIUM TAX CHARGE. We deduct 2% of the annual premium for the risk class
of the insured to cover state premium taxes payable by us. These taxes vary from
state to state and the 2% rate is an average.

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

                                       10
<PAGE>


- --------------------------------------------------------------------------------
DEDUCTIONS FROM
PREMIUMS
(continued)

EXAMPLE OF DEDUCTIONS FROM PREMIUMS. The following example (using the policies
shown in "Illustrations Of Death Benefits, Account Values And Cash Surrender
Values, And Accumulated Premiums" in Part 5) shows what amount of net annual
premium would be put into the Separate Account at the start of each policy year.
The net annual premium is the basic annual premium less the additional first
year administrative charge, risk charge, front-end sales load and state premium
tax charge.

- --------------------------------------------------------------------------------
                 ILLUSTRATIVE TABLE OF DEDUCTIONS FROM PREMIUMS
- --------------------------------------------------------------------------------
                                       Male              Male              Male
               Beginning of    Issue Age 10      Issue Age 25      Issue Age 40
                Policy Year   Standard Risk     Standard Risk     Standard Risk
- --------------------------------------------------------------------------------
                                $300 Annual       $500 Annual     $1,000 Annual
                                    Premium           Premium           Premium
                                    -------           -------           -------
    POLICIES UNDER $200,000
       (Initial Face Amount)       ($52,739)         ($53,427)         ($57,041)
                   1st Year           78.58            258.59            702.75
         2nd Year and later          236.80            418.87            873.87

                              $1,000 Annual     $2,000 Annual     $4,000 Annual
                                    Premium           Premium           Premium
                                    -------           -------           -------
 POLICIES $200,000 AND OVER
       (Initial Face Amount)      ($200,000)        ($231,133)        ($237,411)
                   1st Year          774.00          1,668.78          3,485.19
         2nd Year and later          874.00          1,784.35          3,603.90

- --------------------------------------------------------------------------------
SURRENDER CHARGE

There is a difference between the Account Value and the Cash Surrender Value of
our policy in the first ten policy years. This difference is a surrender charge,
a contingent deferred sales load against your Account Value. It is designed to
recover expenses of distributing policies which are terminated in their early
years.

The surrender charge does not affect Account Value transfers among divisions of
the Separate Account, Separate Account investment experience, Death Benefits or
the 24-month exchange right to fixed life insurance.

The surrender charge is a maximum of 22-1/2% of the basic annual premiums (as
defined in "Deductions From Premiums -- Risk Charge") paid if the policy lapses
or is surrendered during the first policy year. Thereafter, the surrender charge
is a percentage of all basic annual premiums paid. This percentage declines
until it reaches zero at the end of the tenth policy year. The following table
shows the maximum surrender charge assuming the surrender occurs at the end of a
policy year.

- --------------------------------------------------------------------------------
                           TABLE OF SURRENDER CHARGES
- --------------------------------------------------------------------------------
     End of                 Maximum             End of                 Maximum
Policy Year        Surrender Charge        Policy Year        Surrender Charge
- --------------------------------------------------------------------------------
          1                 22-1/2%                  6                      9%
          2                 15                       7                      8
          3                 12-1/2                   8                      6
          4                 11                       9                      3
          5                 10                      10                      0
- --------------------------------------------------------------------------------

If you surrender your policy or allow it to lapse in the first ten years and
receive its net Cash Surrender Value, you will incur the surrender charge.
Options available on lapse of a policy, whether taken as cash or placed on an
insurance option on lapse, are also based on its net Cash Surrender Value.

Since the loan of value of the policy is based on the amount of Cash Surrender
Value rather than on the Account Value, the surrender charge has the effect of
reducing the amount available for a policyowner to borrow under a policy.

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


                                       11
<PAGE>


- --------------------------------------------------------------------------------
CHARGES AGAINST
THE SEPARATE
ACCOUNT

We support the operations of a policy by putting the net annual premium (see
"Deductions From Premiums") into the division or divisions of the Separate
Account which the policyowner chooses. We do this when the policy is issued and,
after that, at the beginning of each policy year. Even though the gross premium
will be higher for an insured who is a high risk than the gross premium for an
insured who is a standard risk, any Account Value that may build up on a policy
covering a high risk insured will be the same as the Account Value that would
build up on a policy covering a standard risk insured of the same age and sex,
for the same amount, and having the same date of issue and allocation to the
divisions of the Separate Account. This is also true for an insured who is a
non-smoker, even though the gross premium for a non-smoker insured will be lower
than the gross premium for an insured who is a standard risk but not a
non-smoker.

The policy is designed so that the net annual premium put in the divisions of
the Separate Account does not vary with the risk class of the insured.
Therefore, we charge a higher gross premium for an insured who is a high risk to
cover the extra risk of mortality. We charge a lower gross premium for
non-smokers because of the expected lower mortality.

COST OF INSURANCE. Once the net annual premium is placed into the divisions of
the Separate Account we charge for the cost of insurance based on the sex and
attained age for the amount at risk without regard to differences in risk class.
The amount at risk on policy anniversaries is the Death Benefit payable less the
amounts in the divisions of the Separate Account in which a policy participates
(adjusted for any loans). The cost of insurance is based on the 1980
Commissioner's Standard Ordinary Mortality Table, and generally increases with
attained age. The cost of insurance differs in each year because, based on this
mortality table, the probability of death generally increases with attained age
and the amount at risk is different year by year. The dollar amount of the cost
of insurance also depends on investment experience of the divisions of the
Separate Account in which a policy participates. The cost of insurance for
females will generally be less than that for males. In Montana, there will be no
distinctions based on sex.

The amount in the divisions of the Separate Account in which your policy
participates is further decreased (after the cost of your insurance protection)
by the following charges.

CHARGES FOR MORTALITY AND EXPENSE RISKS. We charge the Separate Account for the
mortality and expense risks we assume. The mortality risk we assume is that
insureds may live for shorter periods of time than we estimated. If this occurs,
we have to pay a greater amount of Death Benefits than we expected in relation
to the premiums we received. The expense risk we assume is that our costs of
issuing and administering policies may be more than we estimated.

The charge is made daily at an effective annual rate of 0.50% of the value of
the assets of each division of the Separate Account that are attributable to
variable life policies. The money we collect from this charge may exceed the
amount needed to cover benefits and expenses and would be our gain.

EXPENSES OF THE TRUST. The Separate Account purchases shares of the Trust at
their net value which reflects the management fees and other expenses deducted
from the assets of the Trust. The Trust does not impose a sales charge. See "The
Trust" in Part 2.

- --------------------------------------------------------------------------------
DEATH BENEFITS

We pay a Death Benefit (net of indebtedness) to the beneficiary of this policy
when the insured dies. All or part of the Death Benefit can be paid in cash or
applied under one or more of our payment options described under "Additional
Information About The Champion -- Your Payment Options".

The Death Benefit will at least equal the face amount of the policy. Whether the
Death Benefit is higher than this guaranteed minimum depends on the investment
experience of the divisions of the Separate Account in which a policy
participates. See "Illustrations Of Death Benefits, Account Values And Cash
Surrender Values, And Accumulated Premiums" in Part 5.

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


                                       12
<PAGE>


- --------------------------------------------------------------------------------
DEATH BENEFITS
(continued)

The Death Benefit will be the greater of (i) the guaranteed minimum Death
Benefit, plus the sum (if positive) of the variable adjustment amounts
(determined annually) in the divisions of the Separate Account in which you have
Account Value, or (ii) the insurance coverage that can be purchased by the
Account Value at the date of death.

The percentage change in the Death Benefit for any year is not the same as the
net return for the preceding year and it is not necessarily related to current
or future rates of inflation. In any year that the sum of the variable
adjustment amounts increases (and is positive), the Death Benefit will increase.
If the sum of the variable adjustment amounts is negative, investment experience
cannot increase the Death Benefit above the guaranteed minimum until it has
increased the variable adjustment amount of at least one division of the
Separate Account so that the sum is positive. In any year that the sum of the
variable adjustment amounts for the divisions decreases, the Death Benefit will
decrease, unless it is already at the guaranteed minimum. See "Variable
Adjustment Amount".

There is no guarantee that the investment experience of a division of the
Separate Account, which will reflect the investment performance of the
corresponding Portfolio of the Fund, will be sufficient to result in an increase
in Death Benefits. However, the historical pattern of stock market investment
performance has been one of long-range growth, and money market investments in
recent years have returned more than 4-1/2%.

The amount of Death Benefit actually paid to the insured's beneficiary will be
adjusted as of the date of the insured's death to reflect:

o any policy loans together with accrued interest;

o part of any unpaid premium due if the insured dies during the grace period;

o any premium paid for a period beyond the policy month in which the insured
  dies; and

o any insurance added to the policy by a rider.

In addition, we may challenge the validity of the policy based on material
misstatement in the application or if the insured commits suicide within two
years after the policy's date of issue. See "Limits On Our Right To Challenge
The Policy".

If you have submitted an application and paid the first premium, we may, subject
to certain conditions, provide a limited amount of temporary insurance on the
person proposed to be insured. You may review a copy of our Temporary Insurance
Agreement on request. Except as stated in the Temporary Insurance Agreement, no
insurance will take effect: (a) until a policy is delivered and the full first
premium for it is paid while the person proposed to be insured is living; (b)
before the register date; and (c) unless the information in the application
continues to be true and complete, without material change, as of the time the
premium is paid.

- --------------------------------------------------------------------------------
VARIABLE
ADJUSTMENT
AMOUNT

The variable adjustment amount for each division of the Separate Account is the
amount of the Death Benefit that results from all past investment experience of
that division. In the first policy year, the variable adjustment amount in each
division of the Separate Account is zero. After that, the variable adjustment
amount is the amount of insurance purchased by the difference between the actual
rate of return and 4-1/2%. Therefore, a division's variable adjustment amount
will not change in any year that the division's gross return minus the charges
to that division results in a net return of 4-1/2%. If the net return is more
than 4-1/2%, the variable adjustment amount will increase. The variable
adjustment amount will increase because additional amounts of paid-up life
insurance are purchased. If the net return is less than 4-1/2%, it will
decrease. The variable adjustment amount will decrease because these additional
amounts of paid-up life insurance are lost. The rates at which these additional
amounts of paid-up life insurance are purchased or lost are based on sex and
attained age and are guaranteed. These rates are specified in your policy when
issued and generally increase with the attained age of the insured. The rates
for females are generally lower than those for males; however, there will be no
distinctions based on sex in Montana.

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


                                       13
<PAGE>


- --------------------------------------------------------------------------------
VARIABLE
ADJUSTMENT
AMOUNT
(continued)

The variable adjustment amount for each division of the Separate Account is set
on each policy anniversary. Once set, it remains the same for the following
policy year. If it is set above the guaranteed minimum, we will be responsible
for keeping it at that level until the next policy anniversary. You will bear
the risk that it could drop on the next policy anniversary (but not below the
guaranteed minimum).

THE VARIABLE ADJUSTMENT AMOUNT IS CUMULATIVE. Increases and decreases in the
variable adjustment amount are carried into each succeeding year. The variable
adjustment amount for a division of the Separate Account can be positive or
negative. If it is positive, good investment experience will produce a larger
variable adjustment amount. If it is negative, good investment experience must
first offset the current negative variable adjustment amount before there can be
a positive amount.

EXAMPLE: You were a 25 year old male when your policy was issued, and you have a
variable whole life policy with a $500 annual premium (standard rates). Assume a
hypothetical gross annual investment return of 0% for the first 9 policy years.
This results in a negative variable adjustment amount. A net return of
approximately 31.3% in the 10th policy year would affect the cumulative negative
variable adjustment amount so that it would equal zero. Any net return above
that would produce a positive variable adjustment amount. On the other hand, the
negative variable adjustment amount may be offset over a number of years. Thus,
if the gross return in the 10th policy year was 8% (net return of 7.19%), a net
return of 7.19% in each of the seven following policy years would be required to
produce a positive variable adjustment amount by the 18th policy year.

For a given net return, the greater the Account Value is in a division of the
Separate Account, the greater the effect of investment experience on the
variable adjustment amount. Therefore, in later policy years, when your total
Account Value may be greater, investment experience may have a greater effect on
the Death Benefit.

NET RETURN. The Death Benefit based on the net return of a division of the
Separate Account is set on each policy anniversary. The net return depends on
the division's investment experience from the first day of that policy year to
the first day of the next policy year. It takes into account investment income,
capital gains and capital losses (whether realized or unrealized) with respect
to Trust shares owned by the division of the Separate Account and gains
resulting from the reimbursement by us to the division of amounts corresponding
to certain Trust expenses. The charges against the division are then deducted to
determine the net return. The net return on a date during a policy year depends
on the investment experience of the division from the first day of that policy
year to that date and can effect Account Values, Cash Surrender Values and Death
Benefits.

The net return of each division of the Separate Account is determined at the end
of each business day. Generally, a business day is any day that we are open and
the New York Stock Exchange is open. However, we are closed on Martin Luther
King Day and the Friday after Thanksgiving Day.

The assets of each division of the Separate Account are valued by multiplying
the number of Trust shares in each Division by the net asset value of such
shares and is adjusted by the charge for mortality and expense risks. See the
financial statements for the Separate Account in this prospectus.

The net return for a policy year is not the same as for a calendar year unless
the policy anniversary is January 1.

A statement of the method we use to calculate net return is an exhibit to the
Registration Statement we filed with the SEC. It will be furnished on request.

HOW THE DEATH BENEFIT VARIES. The following example shows how the Death Benefit
varies from the guaranteed minimum as a result of investment experience. Assume
that the insured was a 25 year old male when the policy was issued, that he has
a variable whole life policy

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


                                       14
<PAGE>


- --------------------------------------------------------------------------------
VARIABLE
ADJUSTMENT
AMOUNT
(continued)

with a $500 annual premium (standard rates) and that the gross annual return for
each of the first six policy years was 8% for each division or their combination
(which is equal to a net return of 7.19%). Use the amounts from the
"Illustrations Of Death Benefits, Account Values And Cash Surrender Values, And
Accumulated Premiums" in Part 5.

- --------------------------------------------------------------------------------
                                                    Variable
                              Guaranteed          Adjustment              Death
                                 Minimum +            Amount =          Benefit
- --------------------------------------------------------------------------------
End of policy year 5             $53,427             $   775            $54,202
Increase                              --                 322           322(0.6%)
- --------------------------------------------------------------------------------
End of policy year 6             $53,427             $ 1,097            $54,524
- --------------------------------------------------------------------------------

If the gross annual return in the sixth policy year had been 0% (equal to a net
return of -.75%), the Death Benefit would have been $53,373 (a 1.2% decrease).
This reflects a decrease in the variable adjustment amount of $629.

- --------------------------------------------------------------------------------
ACCOUNT VALUES
AND CASH
SURRENDER VALUES

HOW WE DETERMINE ACCOUNT VALUE. Your Account Value is the sum on any date of
your Account Values in each division of the Separate Account in which your
policy participates. There is no guaranteed minimum Account Value. If no premium
is due and unpaid, your Account Value in a division equals the tabular Account
Value (stated in the policy as of the end of each policy year) multiplied by the
allocation percentage in effect, increased or decreased by the aggregate net
single premium specified in the policy for the variable adjustment amount for
that division.

The tabular Account Value is what the Account Value for the policy would be if
all of the divisions of the Separate Account in which you had funds had a
constant net investment return of 4-1/2% a year. The premium allocation
percentage is the percentage of your current net annual premium allocated to
each of the divisions. The net single premium is the one-time net cost at your
sex and attained age to purchase one dollar of Death Benefit, as specified in
your policy.

Adjustments during a year reflect a division's investment experience, the cost
of insurance, premium payments, any indebtedness and any Account Value
transfers. The Account Values for substandard risk policies and non-smoker
policies are the same as for comparable standard risk policies.

HOW WE DETERMINE CASH SURRENDER VALUE. Your policy's Cash Surrender Value will
vary daily with investment experience. There is no guaranteed minimum Cash
Surrender Value. Cash Surrender Value is the same as Account Value except in the
first ten years of the policy. During the first ten policy years the Cash
Surrender Value on any date will equal the tabular cash value (which is stated
in your policy) increased or decreased by the net single premium for the
variable adjustment amount for that division of the Separate Account. After the
tenth policy year, the Cash Surrender Value will equal the Account Value. The
difference between the Cash Surrender Value and the Account Value is a surrender
charge. See "Surrender Charge".

- --------------------------------------------------------------------------------
POLICY LOANS

You may borrow money, using only your policy as security, up to the loan value
of your policy. The loan value is a percentage of your Cash Surrender Value on
the next premium due date with two adjustments. The first adjustment assumes
that the net investment return is exactly 4-1/2% a year from the date of the
loan to the next premium due date. The second adjustment is a discount at 5-1/2%
a year from that due date back to the loan date.

The maximum percentage of your adjusted Cash Surrender Value that you may borrow
is 90% during the first ten policy years. It is 100% after the tenth policy
year. If the policy has lapsed and is continued under either the fixed or
variable reduced paid-up option on lapse, you may borrow up to 100% of the
adjusted cash value.

If you borrow your policy's entire loan value, you increase your risk of having
your policy end. This might happen if the combination of policy loan interest
(as it builds up), the cost of

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

                                       15
<PAGE>


POLICY LOANS
(continued)

insurance, asset charges against the Separate Account, and investment experience
of the divisions of the Separate Account where you have Cash Surrender Value
uses up the remaining value. See "Your Policy Can Lapse".

Unless it is being used to pay premiums, we will not grant a loan that is not at
least $100 more than any outstanding loan with accrued interest. The amount of
your premium will not be affected by the fact you have a loan or by how you
repay the loan. If a loan is made after the due date of a premium, that premium
will be subtracted from the loan proceeds. If you request a loan in order to pay
a premium, we will charge loan interest from the date we make the loan even if
it is before the premium due date.

HOW TO REQUEST A LOAN. You may request a loan by contacting our regional Life
Insurance Center. We allocate a loan based on the net Cash Surrender Value in
each division of the Separate Account on the date the loan is made. We
reallocate loans if you transfer Account Value. Whenever the loan with accrued
interest from one division equals or exceeds the Account Value in that division,
that division will become inactive for your policy. We will transfer the total
Account Value and loan allocation to the other divisions. See "Other Policy
Transactions -- When A Division Becomes Inactive".

REPAYMENT. You may repay all or part of any outstanding loan with accrued
interest at any time while the policy is in effect and the insured is alive.
Your repayment, whether full or partial, will be allocated among the divisions
of the Separate Account in proportion to the loan allocation to each division at
the time of repayment. The amount of any outstanding loan with accrued interest
will be deducted from the Death Benefit or Cash Surrender Value proceeds.

POLICY LOAN INTEREST. You decide whether interest on your policy loan will be
charged at a fixed rate of 5-1/2% or an adjustable loan interest rate. The
adjustable rate is determined as of the beginning of each policy year, and will
apply to any new or outstanding loan during that year. The adjustable rate will
be the greater of (i) 5-1/2%, or (ii) the Monthly Average Corporate yield shown
in the Corporate Bond Yield Averages published by Moody's Investors Services,
Inc., for the month ending two months before the beginning of the policy year.
However, if you have elected an adjustable loan interest rate, it will be the
same for a policy year after the first as it was for the immediately preceding
policy year if the formula above would produce a change of less than 1/2 of 1%
from the rate applicable to your policy for the preceding year.

Interest is charged daily and is payable by the policyowner on each anniversary.
However, if it is not paid, it will be compounded on the policy anniversary
because it will be added to the loan principal. As to the deductibility of loan
interest, see "Tax Effects -- Policy Proceeds" in Part 4.

THE EFFECT OF A POLICY LOAN. A loan against your policy will have a permanent
effect on your Death Benefit, Account Value and Cash Surrender Value under this
policy, even if the loan is repaid. When you take out a loan, we transfer part
of the Cash Surrender Value equal to the amount of the loan from the divisions
of the Separate Account in which your policy participates to our General
Account. This amount is set aside as security for your loan. In addition, unpaid
interest on the policy loan will be transferred to our General Account from time
to time. The amount taken out of the divisions of the Separate Account will
neither be affected by the divisions' investment experience nor be subject to
the charges described in "Charges Against The Separate Account", while the loan
is outstanding. However, you will earn a return on this amount.

If you have chosen the fixed interest rate alternative, we will credit your
policy with a 4-1/2% annual return on any amount transferred to our General
Account as a result of your policy loan. This can protect Cash Surrender Value
and Death Benefits from decreasing if investment experience is below 4-1/2%. It
will also prevent them from increasing if investment experience is above 4-1/2%.

If you have chosen an adjustable loan interest rate, we will credit your policy
with a rate of return which is 0.75% below the interest rate that is charged as
a result of your policy loan,

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

                                       16
<PAGE>


POLICY LOANS
(continued)

minus any charges for taxes or amounts set aside as a provision for taxes. (We
are not making charges for taxes or provisions for taxes now but we may make
such charges in the future. See "Tax Effects -- Our Income Taxes" in Part 4.)
For example, if the adjustable loan interest rate were 10%, the credit rate
would be 9.25%. If the adjustable loan interest rate were below 5-1/2%, the
actual interest rate would be 5-1/2% and the credit rate would be 4.75%. Any
amounts credited over 4-1/2% will increase your policy's Death Benefit, Account
Value and Cash Surrender Value. If you elect the adjustable loan interest rate,
you will bear the additional risk connected with changes in the annual credit
rate. If the adjustable loan interest rate less 0.75% (and less any charge for
taxes or provision for taxes) is greater than the net return for that year of
the divisions of the Separate Account in which you have Account Value, then the
Death Benefit and Cash Surrender Value for that year will be greater than if no
loan were made. The reverse would also be true.

EXAMPLE: You were a 25 year old male when your policy was issued, and you have a
variable whole life insurance policy with a $500 annual premium (standard
rates). Use the illustration in Part 5, and assume an 8% gross annual investment
return for each Division or their combination (which is a net return of 7.19%).
Assume that at the beginning of the 10th policy year the Adjustable Loan
Interest Rate is 9.79% (the actual rate for June, 1986). If you take a loan for
$3,000 at the beginning of the 10th policy year, it will affect the Death
Benefit, Account Value and Cash Surrender Value (before subtracting the amount
of the loan with loan interest) in the 10th policy year as follows:

- --------------------------------------------------------------------------------
                                              With Loan              With Loan
                          Without Loan      (Fixed Rate)      (Applicable Rate)
- --------------------------------------------------------------------------------
Death Benefit                  $56,372          $55,999                $56,628
Account Value                    4,615            4,534                  4,670
Cash Surrender Value             4,615            4,534                  4,670
- --------------------------------------------------------------------------------

ADDITIONAL INFORMATION ABOUT ADJUSTABLE RATES. We will notify you of the initial
interest rate at the time a loan is made under the adjustable loan interest rate
election. Initial loan interest rates are also available on request. We will
also notify you in advance of each policy anniversary of the interest rate for
the following policy year.

You may cancel your election of the adjustable loan interest rate in writing at
any time, but the request will not take effect until the next policy
anniversary. When the cancellation takes effect, the loan rate will revert to
the fixed rate of 5-1/2%. Election or re-election of the adjustable loan
interest rate may be made in writing at any time but will not take effect until
the next policy anniversary even if no loan is outstanding.

Not all states have laws permitting adjustable policy loan interest rates. Some
states permit adjustable rates but set maximums. Some states do not permit
cancellation of an adjustable loan interest rate provision, and there are other
variations from state to state. For details about the policy loan interest rate
laws in your state, contact your agent or your regional Life Insurance Center.

- --------------------------------------------------------------------------------
OTHER POLICY
TRANSACTIONS

RETURNING THE POLICY FOR CASH. During the insured's lifetime, and subject to our
rules, your policy can be returned for payment of the Cash Surrender Value net
of any indebtedness. The amount payable will be based on the net Cash Surrender
Value next computed after we receive your signed request for payment of the Cash
Surrender Value at your regional Life Insurance Center, accompanied by your
policy. The insurance coverage will end on the date you send us the policy and
your request.

As an alternative to surrendering your policy, you may request to split your
policy into two policies. You may then return one policy for cash and continue
the other based on the new initial face amount.

If you split a policy, each policy we continue must have a face amount of at
least $50,000. The premium for the policy that continues will be based on the
new initial face amount but the same age, sex and risk class as the original
policy.

These are our current procedures, which may change.

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

                                       17
<PAGE>


- --------------------------------------------------------------------------------
OTHER POLICY
TRANSACTIONS
(continued)

TRANSFERS AMONG INVESTMENT CHOICES. You may transfer Account Value among the
divisions by contacting our regional Life Insurance Center. You may transfer all
or part of your Account Value among the divisions of the Separate Account up to
four times in a policy year. A transfer will go into effect on the day we
receive your request. When Account Value is transferred a portion of the net
annual premium is transferred as well. We reallocate loans if you transfer
Account Value.

WHEN A DIVISION BECOMES INACTIVE. If you have a policy loan allocated to a
division of the Separate Account and your Account Value plus remaining net
annual premium less your loan (including accrued loan interest) in that division
reaches zero, that division will become inactive for your policy. We will
reallocate the loan to the other divisions of the Separate Account based on the
proportions that your unloaned amounts in each of the other divisions bears to
the unloaned amount of your total Account Value. A division will also become
inactive for your policy if you transfer its entire Account Value to the other
divisions. We will notify you when a division becomes inactive.

If a division of the Separate Account becomes inactive, the future variable
adjustment amount, Account Value and net return will be affected. We will assume
that you do not want to put any part of future net annual premiums into the
inactive division. You can request us to put any part of a future net annual
premium into the inactive division effective on the next policy anniversary
after your request is received. You may also transfer Account Value into an
inactive division from the other divisions.

- --------------------------------------------------------------------------------
YOUR RIGHT TO
EXAMINE THE
POLICY

You have a right to examine the policy. If for any reason you are not satisfied
with it, you may cancel it by returning the policy to your regional Life
Insurance Center with a written request for cancellation. We will give you a
full refund (guaranteed by Equitable) of the premiums paid if your request and
policy are postmarked by the latest of the following:

o 10 days after you receive your policy; or

o 10 days after we mail a written Notice of Withdrawal Right; or

o 45 days after Part 1 of the policy application was signed.

Insurance coverage ends when you send your request.

- --------------------------------------------------------------------------------
YOUR RIGHT TO
EXCHANGE THE
POLICY

You may exchange The Champion policy for a fixed whole life insurance policy on
the life of the insured. The new policy will be our Life Account(TM) policy on a
level premium whole life plan with premiums payable for life. You have this
right for 24 months from the date your policy is issued, but only if no premium
remains due and unpaid. The exchange will be effective when we receive your
request, accompanied by your policy and an application for the fixed policy.

We will not require evidence of the insured's insurability before an exchange.
The new policy's face amount will be the same as the initial face amount of The
Champion policy. It will also have the same register date, date of issue and
risk class. The premium for the new policy will be that in effect on the
register date for the same sex, age and risk class.

There will be a cash adjustment on exchange. The adjustment will reflect the
difference in premiums between the two policies. Since the exchange is based on
premiums, the surrender charge will have no effect. There will also be an
adjustment for the difference in the rates of return credited to the two
policies because the Life Account policy has declared rates of return. We will
refund or bill you for any amount due. We have filed a description of the method
we use to calculate the adjustment with the appropriate state insurance
officials.

Any policy loan with accrued interest must be repaid before the exchange. The
exchange is also subject to limits described in the policy.

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

                                       18
<PAGE>


- --------------------------------------------------------------------------------
YOUR POLICY
CAN LAPSE

Your policy can lapse if you fail to pay premiums or if the unpaid portion of
any amount you have borrowed under your policy plus any unpaid loan interest
exceeds the Cash Surrender Value of your policy. If your policy lapses within
the first ten policy years you will incur a surrender charge. See "Surrender
Charge".

We allow a grace period of 31 days to pay each premium after the first one.
Insurance will continue during the grace period, but we will deduct one month's
premium from the Death Benefit if the insured dies during the grace period. If a
premium has not been paid by the end of the 31-day grace period, the policy will
lapse as of the date the premium was due. When a policy lapses, any riders will
end. All insurance may end unless the policy's net Cash Surrender Value is used
under a continued insurance option on lapse.

Whenever the unpaid portion of any amount you have borrowed under your policy
plus unpaid loan interest exceeds the Cash Surrender Value of your policy, we
will send a notice to you and to anyone to whom you told us you assigned the
policy. The policy will end 31 days after we send the notice unless you make a
repayment during the 31-day period that is large enough to reduce your
outstanding loan with accrued interest to below the total Cash Surrender Value
of your policy.

- --------------------------------------------------------------------------------
OPTIONS ON
LAPSE

If a policy lapses because a premium remains due and unpaid beyond its 31-day
grace period, you may use one of the following options. A key element in these
options is your policy's net Cash Surrender Value on any day for a period of up
to three months after the unpaid premium was due. If you elect the reduced
paid-up variable insurance option, the Cash Surrender Value used is on the date
of lapse. Net Cash Surrender Value is Cash Surrender Value minus any policy
loans with accrued interest on the date an option is used. If your policy has no
net Cash Surrender Value, you cannot use the options.

PAYMENT OF CASH OPTION. You can withdraw the net Cash Surrender Value and
receive payment in cash.

CONTINUED INSURANCE OPTION. Within three months from the date a policy lapses
(which is the date the unpaid premium was due), you can use its net Cash
Surrender Value to obtain one of two types of fixed life insurance plans. These
are fixed reduced paid-up insurance or extended term insurance. If it is at
least $5,000, you may also use your policy's net Cash Surrender Value to obtain
a variable life insurance plan. This plan is variable reduced paid-up insurance.
You will not have to pay any additional premium on any option because you are,
in effect, using the net Cash Surrender Value of your variable life policy to
buy continued life coverage.

If we do not receive a written request to use the fixed or variable reduced
paid-up insurance option within three months after lapse, extended term
insurance will automatically go into effect. The extended term insurance option
may not be available under your policy if the insured's risk class is not at
least standard. If so, that fact will be stated on page 3 of the policy and
fixed reduced paid-up insurance will apply instead. If the insured dies after
the grace period but within three months of the date of lapse, the fixed
continued insurance option that would provide the greater benefit will
automatically apply, regardless of any restriction stated on page 3 of the
policy.

Here are details on the three types of plans offered under our continued
insurance option.

o REDUCED PAID-UP VARIABLE INSURANCE. You may use the net Cash Surrender Value
  to buy reduced paid-up variable whole life insurance. The net Cash Surrender
  Value available to purchase this option must be at least $5,000. The net Cash
  Surrender Value determines the face amount that can be purchased at the
  insured's age at the time of purchase.

Reduced paid-up variable insurance has cash value. The cash value and death
benefit will go up or down depending on the investment experience of the
divisions of the Separate Account where you have cash value. The death benefit
under this option has no guaranteed minimum. You may use the net cash value
during the insured's lifetime for a loan or for cash payment. You may transfer
cash value among the divisions up to four times in one year.

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

                                       19
<PAGE>


- --------------------------------------------------------------------------------
OPTIONS ON
LAPSE
(continued)

EXAMPLE: You are a 30 year old male. Your variable life policy was issued when
you were 25 and you have paid five $2,000 annual premiums. Use the illustration
in Part 5, and assume a 4% gross annual investment return for each division of
the Separate Account or their combination. At the end of the fifth policy year,
your net Cash Surrender Value could buy reduced paid-up variable whole life
insurance with an initial face amount of $36,318. After the fifth policy year,
the face amount will continue to vary depending on the investment experience of
the divisions in which the cash value is invested. There is no guaranteed
minimum Death Benefit or Cash Value.

o REDUCED PAID-UP FIXED INSURANCE. You may use the net Cash Surrender Value to
  buy reduced paid-up fixed whole life insurance. The net Cash Surrender Value
  determines the face amount that can be purchased at the insured's age at the
  time of purchase. Paid-up insurance has cash value. You may use the net cash
  value during the insured's lifetime for a loan or for cash payment.

EXAMPLE: You are a 30 year old male. Your variable life policy was issued when
you were 25 and you have paid five $500 annual premiums. Use the illustration in
Part 5, and assume a 4% gross annual investment return for each division of the
Separate Account or their combination. At the end of the fifth policy year, your
net Cash Surrender Value could buy reduced paid-up fixed whole life insurance
with a face amount of $7,705 for life.

o EXTENDED TERM INSURANCE. If the insured's risk class is at least standard, you
  may use the net Cash Surrender Value to buy extended term insurance. The face
  amount will equal the Death Benefit under your variable life policy on the
  date of lapse minus any unpaid loan with accrued interest. The net Cash
  Surrender Value determines how long coverage will last at the insured's then
  attained age. It will last at least 90 days if the premium has been paid on
  the variable life policy for three months before lapse and there is no policy
  loan. Extended term coverage has cash value, but it cannot be used for a loan.

EXAMPLE: Assume the same facts as in the previous example. At the end of the
fifth policy year, your net Cash Surrender Value could buy fixed extended term
insurance with a face amount of $53,427 for a term of 11 years and 125 days.

REINSTATEMENT OPTION. You may request that we reinstate the policy during the
insured's lifetime. You must make this request within five years after lapse. We
will not reinstate the policy if it has been returned for its net Cash Surrender
Value.

Before we will reinstate, we must receive evidence satisfactory to us of the
insured's insurability. We must also receive the larger of all due and unpaid
premiums with interest at 6% a year; or an amount equal to:

o the Cash Surrender Value just after reinstatement, MINUS

o the cash value of the option just before reinstatement, and further MINUS

o any policy loan with accrued interest at the annual loan interest rate
  compounded daily to the date of reinstatement, TIMES

o 110%.

If we do reinstate, the policy will have the same variable adjustment amount and
premium allocation between the divisions of the Separate Account as if there had
been no lapse.

If a policy has enough Cash Surrender Value at the time it lapses, it might be
possible to reinstate it by requesting a policy loan for that purpose.

- --------------------------------------------------------------------------------
POLICY PERIODS,
ANNIVERSARIES,
DATES AND AGES

Policy years and policy anniversaries are measured from the register date shown
on page 3 of the policy when issued.

The register date is the day the net annual premiums you allocate to the
divisions of the Separate Account first become subject to charges and begin to
vary with the investment experience of the divisions. As to when insurance
coverage under a policy starts, see "Death Benefits". The time between
submission of an application and the register date will vary, depending on the
underwriting and other requirements for issuing a particular policy. The
register date will be the application date if the full first premium is paid
with the application and no medical evidence is required. Otherwise the register
date will normally be the date we receive the latest of the application, the
full first premium and any required medical evidence.

The issue date, shown on page 3 of the policy when issued, is the date your
policy is actually issued. Both the contestibility and suicide exclusion periods
are measured from the issue date. See "Limits On Our Right To Challenge The
Policy".

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                                       20
<PAGE>


- --------------------------------------------------------------------------------
LIMITS ON OUR
RIGHT TO
CHALLENGE
THE POLICY

We can challenge the validity of your insurance policy based on material
misstatements in the application. However, we cannot challenge the validity of
the policy after it has been in effect during the insured's lifetime for two
years from the date of issue or reinstatement (unless another date is required
by law). We can challenge at any time any rider that provides benefits in the
event of total disability. If death occurs within the time we can challenge
validity, our payment will generally be delayed while we determine whether to
make such a challenge.

If the insured's age or sex is misstated in the policy application, the Death
Benefit will be what the premium paid would have purchased based on the
insured's true age and sex.

If the insured commits suicide within two years from the date the policy was
issued or reinstated (or less where required by law), the Death Benefit will be
limited to the sum of all premiums paid minus outstanding policy loans with loan
interest.

- --------------------------------------------------------------------------------
ADDITIONAL
INFORMATION ABOUT
THE CHAMPION

WHEN WE PAY PROCEEDS. Payment of the Death Benefit, Cash Surrender Value (net of
indebtedness) or loan proceeds will be made within seven days after we receive
the required form or request (and other documents that may be required for
payment of the Death Benefit) at your regional Life Insurance Center. The Death
Benefit is determined as of the date of death and will not be affected by the
subsequent investment experience of the divisions of the Separate Account. We
pay interest from the date of death to the date of payment at an annual rate
greater than or equal to the rate we are paying under the deposit option
described in "Payment Options" below. If an Equitable agent is assisting the
beneficiary in preparing the documents required for payment of the Death
Benefit, we will send the check to the agent within seven days after we receive
all required documents. The agent will then deliver the check to the
beneficiary. But we can delay payment if:

o we contest the policy;

o it is not reasonably practicable to determine the amount because the New York
  Stock Exchange is closed, trading is restricted by the SEC, or the SEC
  declares that an emergency exists; or

o the SEC, by order, permits us to delay to protect our policyowners.

If your policy is being continued as fixed reduced paid-up or extended term
insurance, we can delay payment of a loan or cash value for up to six months.

We will pay at least 3% interest a year if we delay paying the Cash Surrender
Value or loan proceeds more than 30 days.

YOUR PAYMENT OPTIONS. The Death Benefit or the Cash Surrender Value may be paid
(net of indebtedness) in one sum or you may choose another form of payment for
all or part of the money. Payments under these options are not affected by the
investment experience of any investment division of the Separate Account.
Instead, interest accrues pursuant to the options chosen. If you do not arrange
for a specific form of payment before the insured dies, the beneficiary will
have this choice. However, if you do make an arrangement with us for how the
money will be paid, the beneficiary cannot change the choice after the insured
dies. Payment options will also be subject to our rules at the time of
selection. Currently, these alternate payment options are only available if the
proceeds applied are $2500 or more and if any periodic payment will be at least
$25.

You have the following payment options:

o DEPOSIT OPTION: The money will stay on deposit with us for a period agreed
  upon. You will receive interest on the money at a declared interest rate.

o INSTALLMENT PAYMENT OPTIONS: There are two ways that we pay installments:

   FIXED PERIOD: We will pay the amount applied in equal installments plus
   applicable interest, for a specific number of years (not more than 30).

   FIXED AMOUNT: We will pay the sum in installments in an amount agreed upon.
   We will pay the installments until we pay the original amount, together with
   any interest earned.

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                                       21
<PAGE>


- --------------------------------------------------------------------------------
ADDITIONAL
INFORMATION ABOUT
THE CHAMPION
(continued)

o MONTHLY LIFE INCOME OPTION: We will pay the money as monthly income for life.
  You may choose any one of three ways to receive the income: We will guarantee
  payments for at least 10 years (called "10 Years Certain"); at least 20 years
  (called "20 Years Certain"); or until the payments we make equal the original
  sum (called "Refund Certain").

o OTHER: You may ask us to apply the money under any option that we make
  available at the time the Death Benefit or Cash Surrender Value is paid.

We guarantee interest under the Deposit Option at the rate of 3% a year, and
under either Installment Option at 3-1/2% a year. We may also credit interest
under the Deposit Option and under either Installment Option at a rate that is
above the guaranteed rate.

The beneficiary or any other person who is entitled to receive payment may name
a successor to receive any amount that we would otherwise pay to that person's
estate if that person died. The person who is entitled to receive payment may
change the successor at any time.

We must approve any arrangements that involve more than one of the payment
options, or a payee who is not a natural person (for example, a corporation), or
a payee who is a fiduciary. Also, the details of all arrangements will be
subject to our rules at the time the arrangements take effect. This includes
rules on the minimum amount we will pay under an option, minimum amounts for
installment payments, withdrawal or commutation rights (your rights to receive
payments over time, for which we may offer a lump sum payment), the naming of
people who are entitled to receive payment and their successors, and the ways of
proving age and survival.

You will make a choice of payment option (or any later changes) and your choice
will take effect in the same way as it would if you were changing a beneficiary.
(See "Beneficiary" below). Any amounts that we pay under the payment options
will not be subject to the claims of creditors or to legal process, to the
extent that the law provides.

ADDITIONAL BENEFITS YOU MAY GET BY RIDER. Your policy can include additional
benefits that we approve based on our standards for issuing insurance and
classifying risks. An additional benefit requires an additional premium. An
additional benefit is provided by a rider that is subject to the terms of the
policy. The following riders are available.

o WAIVER OF PREMIUM RIDER. With this rider, we will waive the premium if the
  insured person becomes totally disabled and the disability continues for six
  months. The disability must start before the policy anniversary nearest the
  insured's 60th birthday. If disability starts after that, we will waive the
  premium only up to the policy anniversary nearest the insured's 65th birthday.

o ACCIDENTAL DEATH BENEFIT RIDER. With this rider, we will pay a benefit if the
  insured dies from an accidental bodily injury before the policy anniversary
  nearest his or her 70th birthday.

o OPTION TO PURCHASE ADDITIONAL INSURANCE RIDER. With this rider, you have the
  right to buy additional insurance on the life of the insured at certain future
  dates. We will not require evidence of the insured's insurability when you use
  your right to buy additional insurance.

o SUPPLEMENTAL PROTECTIVE BENEFIT RIDER. With this rider, we will waive the
  premium if the insured is a child under age 15 on the date of issue and:

  the person who applied for the policy dies; or

  the person who applied for the policy is totally disabled for at least six
  months before the policy anniversary nearest his or her 60th birthday.

We will waive the premium only while the disability continues. In any case, we
will not waive the premium that is due after the policy anniversary nearest the
insured's 25th birthday.

o TERM INSURANCE RIDER. Several types of riders are available that provide for
  term insurance on the life of the insured or an additional insured.

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                                       22
<PAGE>


- --------------------------------------------------------------------------------
ADDITIONAL
INFORMATION ABOUT
THE CHAMPION
(continued)

BENEFICIARY. You name your beneficiary when you apply for your policy. You may
change the beneficiary during the insured's lifetime by writing to your regional
Life Insurance Center. If no beneficiary is living when the insured dies, the
Death Benefit will be paid in equal shares to the insured's surviving children.
If there is no surviving child, the Death Benefit will be paid to the insured's
estate.

ASSIGNMENT. You may assign the policy as collateral for a loan or other
obligation. We are not responsible for any payment we make or action we take
before we receive a copy of the assignment at your regional Life Insurance
Center.

PREMIUM PAYMENTS BY SALARY ALLOTMENT. If your employer permits you to pay
insurance premiums by deduction from your salary, and you choose to do so, we
may offer you temporary fixed insurance in the amount applied for (subject to a
maximum of $250,000). This insurance will be without charge (except that a
premium will be deducted from any fixed death benefit). Once we receive the
first payment from your employer, the fixed insurance will be discontinued and
The Champion policy will begin.

EMPLOYEE BENEFIT PLANS. Employers and employee organizations should consider, in
consultation with counsel, the impact of Title VII of the Civil Rights Act of
1964 on the purchase of The Champion in connection with an employment-related
insurance or benefit plan. The United States Supreme Court held, in a 1983
decision, that, under Title VII, optional annuity benefits under a deferred
compensation plan could not vary on the basis of sex.

YOU WILL RECEIVE PERIODIC REPORTS. As a policyowner, you will receive an annual
statement about your policy giving you the status as of the first day of the
current policy year of:

o the way the net annual premium is divided among the divisions of the Separate
  Account;

o the Death Benefit;

o the Account Value and Cash Surrender Value; and

o your outstanding policy loans.

Notice will also be sent to your for policy issuance, transfers of funds among
divisions of the Separate Account and certain other policy transactions.

We will not send you an annual statement for any year your policy is in effect
under extended term insurance or reduced paid-up fixed insurance.

You will receive a billing notice each year showing accrued interest for the
past policy year if you have a policy loan outstanding.

We will also send you semiannual and annual reports with financial information
on the Separate Account and the Trust (including a list of the investments held
by each Portfolio in which the divisions of the Separate Account invest) as
required by the 1940 Act.

DIVIDENDS.  No dividends will be paid on The Champion policy.

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                                       23
<PAGE>


- --------------------------------------------------------------------------------
PART 4 -- ADDITIONAL INFORMATION

- --------------------------------------------------------------------------------
TAX EFFECTS

POLICY PROCEEDS. The Tax Reform Act of 1984 (1984 Act) includes a definition of
life insurance for tax purposes. Generally, The Champion policy meets this
definition of life insurance and receives the same Federal income tax treatment
as fixed benefit life insurance. Thus:

o Death Benefits under The Champion policy will generally be excludable from the
  gross income of the beneficiary under Section 101(a)(1) of the Internal
  Revenue Code (Code) and

o the policyowner will not generally be considered to have received any
  increases in the Account Value due to interest or investment experience before
  a surrender or lapse of the policy.

In general, if you surrender your policy or allow it to lapse, you will not be
taxed on the amount you receive, except for the portion that, together with any
unpaid loan and loan interest, exceeds the premiums you have paid.

A split of the policy into two policies followed by a return of one for cash, or
an exchange referred to under "Your Right To Exchange The Policy" in Part 3, may
result in taxable income to the policyowner depending on the circumstances. We
suggest you consult your tax adviser.

The 1984 Act also gives the Secretary of the Treasury authority to set standards
for diversification of the investments underlying variable life insurance
policies in order for such policies to be treated as life insurance. On
September 15, 1986, Treasury issued temporary regulations regarding the
diversification requirements. Failure to meet these diversification requirements
would disqualify The Champion as a variable life insurance policy under Section
7702 of the Code. If this were to occur, you would be taxed on the amount your
Account Value exceeds the premiums you have paid. We believe that the
investments underlying The Champion are in compliance with the requirements. We
do not anticipate any problems with the investments continuing to meet the
requirements.

You will not be taxed on amounts transferred among investment choices within
your Policy Account. We also believe that loans received under the policies will
be treated as indebtedness of the policyowner, and that no part of any loan
under a policy will constitute income to the owner. Generally, a portion of the
interest on loans under life insurance policies (other than single premium
policies) is deductible subject to certain limitations. For future years, most
policy loan interest will no longer be deductible. See "Tax Reform" below.

Death Benefits under The Champion policy will generally be includable in the
estate of the insured for purposes of Federal estate tax. Federal estate tax is
integrated with Federal gift tax under a unified gift rate schedule. Federal
estate tax is imposed on distributions at graduated rates from 37% to 55% (with
the maximum rate applying to distributions in excess of $3,000,000). In general,
estates not in excess of $600,000 are exempt from Federal estate tax. In
addition, an unlimited marital deduction applies for Federal estate tax
purposes.

The individual situation of each policyowner or beneficiary will determine how
ownership or receipt of policy proceeds will be treated for purposes of Federal
estate tax as well as state and local estate, inheritance and other taxes.
Again, we suggest you consult your tax adviser.

See the prospectus for the Trust for a discussion of the Trust's tax aspects,
including the diversification requirements.

PENSION AND PROFIT-SHARING PLANS. If policies are purchased by a trust which
forms part of a pension or profit sharing plan qualified under Section 401(a) of
the Code for the benefit of participants covered under the plan, the Federal
income tax treatment of such policies will be somewhat different from that
described above. We suggest you consult your legal or tax adviser.

If purchased as part of a pension or profit-sharing plan, the current cost of
insurance for the net amount at risk is treated as a "current fringe benefit"
and is required to be included annually in the plan participant's gross income.
This cost (generally referred to as the "P.S. 58" cost) is reported to the
participant annually as an addition to wages and salaries on the Form W-2
furnished by the employer who is maintaining the plan.

Second, if the plan participant dies while covered by the plan and the policy
proceeds are paid to the participant's beneficiary, then the excess of the Death
Benefits over the Account Value will not be subject to Federal income tax.
However, the Account Value will be taxable to the extent it exceeds the sum of
$5,000 plus the participant's cost basis in the policy. The participant's cost
basis will include the costs of insurance previously reported on the
participant's Form W-2. Special rules may apply if the participant had borrowed
from his policy or was an owner-employee under the plan.

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                                       24
<PAGE>


- --------------------------------------------------------------------------------
There are limits on the amount of life insurance that may be purchased on behalf
of a participant in a pension or profit-sharing plan. Complex rules, in addition
to those discussed above, apply whenever life insurance is purchased by a tax
qualified plan. We suggest you consult your legal or tax adviser prior to
purchase of this policy by a pension or profit-sharing plan.

- --------------------------------------------------------------------------------
TAX EFFECTS
(continued)

OUR INCOME TAXES. Under the life insurance company tax provisions of the Code,
as amended by the 1984 Act, variable life insurance is treated in a manner
consistent with fixed life insurance. The operations of the Separate Account are
included in the Federal income tax return of Equitable Variable. Under current
tax law, Equitable Variable pays no tax on investment income and capital gains
reflected in variable life insurance policy reserves. Consequently, no charge is
currently being made to the divisions of the Separate Account for our Federal
income taxes. We reserve the right, however, to make such a charge in the
future, if the law changes and we incur Federal income tax which is attributable
to the Separate Account. If such a charge is made, it would be set aside as a
provision for taxes which we would keep in the affected Division rather than in
our general account. We anticipate that our variable life policyowners will
benefit from any investment earnings that are not needed to maintain this
provision.

We may have to pay state and local taxes (in addition to premium taxes) in
several states. At present, these taxes are not substantial. If they increase,
however, charges may be made for such taxes when they are attributable to the
Separate Account.

TAX REFORM. Under the Tax Reform Act of 1986, the deduction for policy loan
interest is being phased out over a five year period (35% of such interest would
not be deductible in 1987, 60% in 1988, 80% in 1989, 90% in 1990 and 100% in
1991). Interest on loans taken under policies purchased or carried as part of a
trade or business is subject to special rules.

INCOME TAX WITHHOLDING. Federal tax law requires us to withhold income tax from
any portion of your surrender proceeds that is subject to tax, unless you
request us not to withhold.

If you surrender your policy and do not advise us in writing that you do not
want us to withhold Federal income tax before the date payment must be made, we
are required by law to withhold tax from the surrender payment.

If you elect not to have tax withheld from the surrender payment, or if the
mount of Federal income tax withheld is insufficient, you may be responsible for
payment of tax. You may incur penalties under the tax rules if your withholding
and estimated tax payments are not sufficient. You may wish to consult you tax
adviser.

- --------------------------------------------------------------------------------
YOUR VOTING
PRIVILEGES

GENERAL. As we have already said, all assets held in the divisions of the
Separate Account are invested in shares of the corresponding Portfolios of the
Trust. We are the legal owners of those shares and as such have the right to
vote upon certain matters at any meeting of the Trust's shareholders that may be
held. Among other things, we may vote on any matters described in the Trust's
prospectus or Statement of Additional Information that require a shareholder
vote or requiring a vote by shareholders under the Investment Company Act of
1940.

However, in accordance with our view of current Federal securities law
requirements, we will offer you the opportunity to instruct us as to how Trust
shares allocable to your policy and held by us in the Separate Account will be
voted on these matters. We will vote the shares of the Trust at meetings of
shareholders of the Trust in accordance with your instructions. Thus, you will
have the right to have a voice in the affairs of the Trust. Trust shares held in
each division of the Separate Account for which no timely instructions from
policyowners are received will be voted by us in the same proportion as shares
in that division for which instructions are received. We will also vote any
Trust shares that we are entitled to vote directly due to amounts we have
accumulated in the Separate Account in the same proportions that all
policyowners vote, including those who participate in other Separate Accounts.
See "Your Voting Privileges -- Voting Privileges of Others".

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                                       25
<PAGE>


- --------------------------------------------------------------------------------
YOUR VOTING
PRIVILEGES
(continued)

Each policy having a voting interest will be sent proxy material and a form for
giving voting instructions. If required by state insurance officials, we may
disregard voting instructions if those instructions would require shares to be
voted so as to cause a change in the investment objectives or policies of one or
more of the Trust's Portfolios, or to approve or disapprove an investment policy
or investment adviser of one or more of the Trust's Portfolios. In addition, we
may disregard voting instructions in favor of changes initiated by a policyowner
or the Trust's Board of Trustees in the investment policy or the investment
adviser of a Portfolio, provided that our disapproval of the change is
reasonable and is based on a good faith determination that the change would be
contrary to state law, the proposed advisory fee would be higher than we are
permitted to pay by the terms of our variable life policies, or the charge would
lead to an adverse effect on our general account because it would result in
unsound or overly speculative investments. We will advise policyowners if we do
disregard voting instructions, and give our reasons for such actions in the next
semiannual report we send to policyowners.

All Trust shares of whatever class are entitled to one vote, and the votes of
all classes are cast on an aggregate basis, except on matters where the
interests of the Portfolios differ. In such a case, the voting is on a
Portfolio-by-Portfolio basis. Approval or disapproval by the shareholders in one
Portfolio on such a matter would not generally be a prerequisite of approval or
disapproval by shareholders in another Portfolio; and shareholders in a
Portfolio not affected by a matter generally would not be entitled to vote on
that matter. Examples of matters which would require a Portfolio-by-Portfolio
vote are changes in the fundamental investment policy or restrictions of a
particular Portfolio and approval of the investment advisory agreement.

VOTING PRIVILEGES OF OTHERS. Currently, we control the Trust. Trust shares are
held by other separate accounts of ours and by separate accounts of insurance
companies affiliated or 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 owners of The Champion, we
currently do not foresee any disadvantages to our policyowners arising out of
this. The Trust's Board of Trustees intends to monitor events in order to
identify any material irreconcilable conflicts that possibly may arise and to
determine what action, if any, should be taken in response. If we believe that
the Trust's response to any of those events insufficiently protects our
policyowners, we will see to it that appropriate action is taken to protect our
policyowners.

DETERMINING YOUR VOTE. If all your Account Value is in one division of the
Separate Account, you can only participate in the voting of the shares in the
Portfolio that corresponds to that division. If your Account Value is divided
among the divisions, you are entitled to participate in the voting of the shares
of each of the Portfolios which correspond to those divisions.

The number of Trust shares held in each division of the Separate Account
attributable to your policy for purposes of your voting privilege will be
determined by dividing your policy's Account Value (less any policy
indebtedness) allocable to that division by the net asset value of one share of
the corresponding Portfolio as of the record date for the Trust's shareholder
meeting. The record date for this purpose will not be more than 90 days before
the meeting of the Trust. Fractional shares are counted.

EXAMPLE: Your policy has an Account Value of $3,000, 50% of which is
attributable to the Common Stock Division and 50% of which is attributable to
the Money Market Division. Assuming the net asset value of one share in each
Trust Portfolio is $100, you would have the privilege of voting 30 shares. You
will have the privilege of instructing us regarding 15 votes in each of these
divisions.

EXAMPLE (ASSUMING AN OUTSTANDING LOAN): Assuming the same facts as in the
preceding example and also that you have a $1,000 loan (including interest)
equally allocated between the Common Stock and Money Market Divisions, you would
be entitled to 10 votes in each of these Divisions, or an aggregate of 10 fewer
votes.

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                                       26
<PAGE>


- --------------------------------------------------------------------------------
YOUR VOTING
PRIVILEGES
(continued)

LAW CHANGES MAY AFFECT YOUR VOTING PRIVILEGES. The Separate Account is required
by Federal securities laws or regulations as currently interpreted to have
policyowners instruct us as to the Trust's voting rights. However, if amendments
to or interpretations of those laws or regulations change what must be voted on,
or restrict the matters for which policyowners are given the opportunity to
provide voting instructions, we will in turn change what is submitted to
policyowners.

- --------------------------------------------------------------------------------
OUR RIGHTS

We reserve the right to take certain actions in connection with our operations
and the operations of the Separate Account. We will always attempt to comply
with applicable laws before we take any of these actions. If necessary, we will
seek approval by policyowners.

Specifically, we reserve the right to:

o add divisions to or remove divisions from the Separate Account;

o combine any two or more divisions within the Separate Account;

o transfer assets of the variable life policy offered by this prospectus, as
  well as the assets of our other variable life policies, from one division to
  another (if we do, we will withdraw proportional amounts of each investment in
  the division, but we will also make whatever adjustments are needed to avoid
  odd lots and fractions);

o operate the Separate Account as a management investment company under the 1940
  Act, or in any other form the law allows (if we do, we may invest the assets
  in any legal investments and we or one of our affiliates, such as Equitable
  Capital, will serve as investment adviser and charge the Separate Account an
  advisory fee);

o end the registration of the Separate Account under the 1940 Act;

o operate the Separate Account under the general supervision of a committee made
  up of individuals all of whom may be, under the 1940 Act, interested persons
  of us or of Equitable or discharge such committee.

SUBSTITUTION OF TRUST SHARES. Although we believe it to be highly unlikely, it
is possible that, in our judgment, one or more of the Portfolios of the Trust
may become unsuitable for investment by the Separate Account because, for
example, of a change in investment policy, or a change in the tax laws, or
because the shares are no longer available for investment. For those or other
reasons, we may seek to substitute the shares of another Portfolio or of an
entirely different mutual fund. Before we can do this, we would obtain the
approval of the SEC, and possibly one or more state insurance departments, to
the extent legally required.

- --------------------------------------------------------------------------------
SALES AND OTHER
AGREEMENTS

Equitable Variable and Integrity Life Insurance Company, a wholly-owned
subsidiary of Equitable, are the principal underwriters for the Trust pursuant
to a Distribution Agreement. Under the Distribution Agreement, we have entered
into a Sales Agreement with Equitable by which Equitable will distribute our
policies.

Both Equitable Variable and Equitable are registered with the SEC as
broker-dealers under the Securities Exchange Act of 1934 and we are each a
member of the National Association of Securities Dealers, Inc. We are also the
principal underwriter for our policies funded through our Separate Account I and
our other policies funded through our Separate Account FP, which is also a
registered investment company. (Equitable may also be deemed a principal
underwriter for our policies.)

SALES BY AGENTS OF EQUITABLE. We sell The Champion policy through agents who are
licensed by state insurance officials to sell our variable life policies. These
agents are also registered representatives of Equitable.

Under the Sales Agreement, agents receive commissions from Equitable for selling
our policies. We reimburse Equitable for these commissions. We also reimburse
Equitable for other expenses incurred in marketing and selling our policies.
These expenses include agency and district managers' compensation, agents'
training allowance, deferred compensation, insurance benefits of agents and
agency and district managers, and agency clerical and advertising expenses.

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

                                       27
<PAGE>


- --------------------------------------------------------------------------------
SALES AND OTHER
AGREEMENTS
(continued)

COMMISSION SCHEDULE. Agents receive the equivalent of up to 50% of the premium
payable in the first policy year. In the second policy year, agents receive up
to 10% of the premium paid for that year. In the third, fourth and fifth policy
years, agents receive up to 8% of the premium paid in each year. In the sixth
through tenth policy years, agents receive up to 5% of the premium paid in each
year. After that, agents receive up to 2% of the premium paid in each year.

Agents with less than three full years of service with Equitable may be paid
differently.

Agents who meet certain production and persistency standards in selling our
policies and Equitable policies will be eligible for added compensation. Agents
who meet certain lifetime production standards will be eligible to receive
increased fees for servicing our policies. Agents also are eligible for added
compensation for servicing our policies when there is no assigned soliciting
agent.

SALES BY BROKERS. We also sell The Champion policy through independent brokers
who are licensed by state insurance officials to sell our variable life
policies. They will also be registered representatives either of Equitable or of
another company registered with the SEC as a broker-dealer under the Securities
Exchange Act of 1934. The commissions for independent brokers will be no more
than those for agents. Commissions will be paid through the registered
broker-dealer.

APPLICATIONS. When an application for The Champion policy is completed, it is
submitted to us. Based on the information in the application and our standards
for issuing insurance and classifying risks, a policy may be issued. If a policy
is not issued, we will refund any premium that has been paid. (Equitable
guarantees the refund.)

JOINT SERVICES AGREEMENT. In addition to acting as distributor for The Champion
policy, Equitable performs certain other sales and administrative duties for us.
Equitable does this pursuant to a written agreement. The agreement is
automatically renewed each year, unless either party terminates.

Under this agreement, we pay Equitable for salary costs and other services and
an amount for indirect costs incurred through our use of Equitable personnel and
facilities. We also reimburse Equitable for sales expenses related to business
other than variable life policies. The amounts paid or accrued to Equitable by
us under sales and joint services agreements totalled approximately $249.4
million in 1986, $225.7 million in 1985 and $164.8 million in 1984.

- --------------------------------------------------------------------------------
REGULATION

We are regulated and supervised by the New York State Insurance Department. In
addition, we are subject to insurance laws and regulations in every jurisdiction
where we sell our policies. We submit annual reports on our operations and
finances to insurance officials in these jurisdictions. The officials are
responsible for reviewing our reports to be sure we are financially sound and
that we are complying with applicable laws and regulations.

The Champion has been approved in each of the 50 states, Puerto Rico and the
Virgin Islands.

We are also subject to various Federal securities laws and regulations.

- --------------------------------------------------------------------------------
LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

- --------------------------------------------------------------------------------
LEGAL MATTERS

The legal validity of the policies described in this prospectus has been passed
on by Herbert P. Shyer, who is Executive Vice President and General Counsel of
Equitable.

The Washington, D.C. law firm of Freedman, Levy, Kroll & Simonds has advised
Equitable Variable with respect to certain matters relating to Federal
securities laws.

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                                       28
<PAGE>


- --------------------------------------------------------------------------------
FINANCIAL AND
ACTUARIAL EXPERTS

The financial statements of the Separate Account and of Equitable Variable in
this prospectus have been examined by the accounting firm of Deloitte Haskins &
Sells, our independent auditors, to the extent stated in their opinions, and
their opinions on them are part of this prospectus. We have relied on the
opinions of Deloitte Haskins & Sells given upon their authority as experts in
accounting and auditing.

Actuarial matters in this prospectus have been examined by Joseph O. North, Jr.,
F.S.A., M.A.A.A., who is Vice President and Actuary of Equitable Variable and a
Vice President and Actuary of Equitable. His opinion on actuarial matters is
filed as an exhibit to the Registration Statement we filed with the SEC.

- --------------------------------------------------------------------------------
ADDITIONAL
INFORMATION

We have filed with the SEC a Registration Statement relating to the Separate
Account and the variable life policy described in this prospectus. The
Registration Statement, which is required by the Securities Act of 1933,
includes additional information that is not required in this prospectus under
the rules and regulations of the SEC. If you would like the additional
information, you may obtain copies of that document from the SEC's main office
in Washington, D.C. You will have to pay a fee for the material.

- --------------------------------------------------------------------------------
MANAGEMENT

Here is a list of our directors and officers and a brief statement of their
business experience for the past five years. Unless otherwise noted, the
following persons have been involved in the management of Equitable and its
subsidiaries in various positions for the last five years. Unless otherwise
noted, their address is 787 Seventh Avenue, New York, New York 10019.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS
NAME AND PRINCIPAL                          BUSINESS EXPERIENCE
BUSINESS ADDRESS                            WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
Harry Douglas Garber......................  Vice Chairman of the Board, Equitable, since February 1984; prior thereto, Executive
                                            Vice President and Chief Financial Officer. Director, Equitable Investment Corporation
                                           (EIC) and Genesco, Inc. Former Chairman and Chief Executive Officer, Equitable Variable.

Glenn Howard Gettier, Jr. ................  Executive Vice President and Chief Financial Officer, Equitable, since December 1984;
                                            prior thereto, Partner, Peat, Marwick, Mitchell & Co.

Richard Hampton Jenrette..................  Vice Chairman, Chief Investment Officer and Director, Equitable. Chairman, Donaldson,
                                            Lufkin and Jenrette, Inc., since February 1985; prior thereto, Chairman and Chief
                                            Executive Officer. Director, Equitable Capital Management Corporation (Equitable
                                            Capital) and various other Equitable subsidiaries.

William Thomas McCaffrey..................  Executive Vice President, Equitable, since March 1986; prior thereto, various other
                                            Equitable positions.

Francis Helmut Schott.....................  Senior Vice President and Chief Economist, Equitable.

Leo Martin Walsh, Jr. ....................  Senior Executive Vice President, Director and Chief Operating Officer, Equitable, since
                                            July 1986; prior thereto, Executive Vice President, Director and Chief Investment
                                            Officer. Chairman, EIC since July 1986; prior thereto, President and Chief Executive
                                            Officer. Director, Equitable Capital and various other Equitable subsidiaries.

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

                                       29
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS
NAME AND PRINCIPAL                          BUSINESS EXPERIENCE
BUSINESS ADDRESS                            WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
Peter Rawlinson Wilde.....................  Executive Vice President, Equitable, since July 1984. Director, Integrity Life
                                            Insurance Company (Integrity) and National Integrity Life Insurance Company (National
                                            Integrity). Chairman and Chief Executive Officer, Equitable Variable, from November
                                            1984 to December 1986. Chief Financial Officer, CIGNA Corporation, from April 1983 to
                                            June 1984; prior thereto, Senior Vice President.

Brian Fredrick Wruble.....................  Chairman, President and Chief Executive Officer, Equitable Capital. Executive Vice
                                            President, Equitable, since September 1984; prior thereto, various other Equitable
                                            positions.
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICER -- DIRECTORS
NAME AND PRINCIPAL                          BUSINESS EXPERIENCE
BUSINESS ADDRESS                            WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
Robert Wayne Barth........................  Chairman and Chief Executive Officer, Equitable Variable, since December 1986;
                                            President and Chief Operating Officer, from December 1985 to December 1986. Executive
                                            Vice President, Equitable, since June 1985; Senior Vice President since September 1984;
                                            prior thereto, Vice President since April 1984.

Thomas Michael Kirwan.....................  President and Chief Operating Officer, Equitable Variable, since December 1986.
                                            Executive Vice President and Chief Financial Officer, EIC, since March 1985; prior
                                            thereto, President, Columbia Group -- CBS, Inc. Director, Equitable Capital and various
                                            other Equitable subidiaries.

Robert Seymour Jones......................  Senior Vice President, Equitable Variable, since February 1986. Senior Vice President,
                                            Equitable, since June 1985; prior thereto, Vice President.

Michael Searle Martin.....................  Senior Vice President, Equitable Variable, since February 1986. Senior Vice President,
                                            Equitable, since June 1985; prior thereto, Vice President.

Stanley Julian Rispler....................  Senior Vice President, Equitable Variable, since February 1986. Senior Vice President,
                                            Equitable, since October 1984; prior thereto, Vice President.

Samuel Barry Shlesinger...................  Senior Vice President and Actuary, Equitable Variable, since February 1986. Senior Vice
                                            President and Actuary, Equitable; prior thereto Vice President and Actuary.

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

                                       30
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICERS
NAME AND PRINCIPAL                          BUSINESS EXPERIENCE
BUSINESS ADDRESS                            WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
James Thomas Liddle, Jr. .................  Senior Vice President and Chief Financial Officer, Equitable Variable, since February
                                            1986. Vice President and Actuary, Equitable.

Richard Marshall Stenson..................  Senior Vice President, Equitable Variable, since December 1981. Senior Vice President,
                                            Equitable, since October 1984; prior thereto, Vice President and Actuary, Integrity.

William Arnold Canfield...................  Vice President and Chief Underwriting Officer, Equitable Variable. Vice President,
   2 Penn Plaza                             Equitable.
   New York, New York 10121

Franklin Kennedy, III.....................  Vice President, Equitable Variable, since August 1981. Senior Vice President, Equitable
   1221 Avenue of the Americas              Capital since January 1987. Managing Director and Chief Investment Officer, Equitable
   New York, New York 10020                 Investment Management Corporation, from November 1983 to January 1987. Vice President,
                                            Equitable.

Donald Anthony King.......................  Vice President, Equitable Variable, since February 1986. Vice President, Integrity,
   1285 Avenue of the Americas              since April 1984. Vice President, Equitable, since January 1976. Executive Vice
   New York, New York 10020                 President, Equitable Capital.

Joseph Oswell North, Jr. .................  Vice President and Actuary, Equitable Variable, since February 1984. Vice President and
   2 Penn Plaza                             Actuary, Equitable, since October 1984; prior thereto, Assistant Vice President and
   New York, New York 10121                 Actuary, since April 1982.

Stephen Anthony Scarpati..................  Vice President and Controller, Equitable Variable, since June 1986. Vice President,
   2 Penn Plaza                             Equitable, since December 1985. Vice President and Controller, EIC, from November 1984
   New York, New York 10121                 to December 1985; prior thereto, Division Controller, Colgate-Palmolive Company.

Larry Kenneth Mills.......................  Treasurer, Equitable Variable, Integrity and National Integrity, since February 1986.
                                            Vice President and Treasurer, Equitable, since March 1986; prior thereto, Vice
                                            President.

Theodore Edward Plucinski, M.D. ..........  Chief Medical Director, Equitable Variable, Integrity and National Integrity. Chief
   2 Penn Plaza                             Medical Director, Equitable since September 1985; prior thereto, Chief Medical
   New York, New York 10121                 Director, MONY.

Kevin Brian Keefe.........................  Secretary, Equitable Variable, Integrity, National Integrity and The Hudson River
                                            Trust, Vice President and Assistant Secretary, Equitable, since June 1986; prior
                                            thereto, Assistant Vice President and Assistant Secretary.

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

                                       31
<PAGE>


- --------------------------------------------------------------------------------
PART 5 -- ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES AND CASH SURRENDER 
          VALUES, AND ACCUMULATED PREMIUMS

To help you get a picture of how the key financial elements of our policy work,
we have prepared a series of tables.

The tables show how Death Benefits, Account Values and Cash Surrender Values of
policies with premiums of $300, $500, $1,000 (for policies with face amounts
under $200,000) and $1,000, $2,000, and $4,000 (for policies with face amounts
at least $200,000) could vary over an extended period of time if the divisions
of the Separate account had CONSTANT hypothetical gross annual investment
returns of 0%, 4%, 8% or 12% over the years covered by each table. The Death
Benefits, Account Values and Cash Surrender Values would differ from those shown
in the tables if the annual investment returns did not remain absolutely
constant. Thus, the figures would be different if the return AVERAGED 0%, 4%, 8%
or 12% over a period of years but went above or below those figures in
individual policy years. The Death Benefits, Account Values and Cash Surrender
Values would also differ, depending on the investment allocations made to the
divisions, if the actual rates of investment return averaged 0%, 4%, 8% or 12%,
but went above or below those figures for individual divisions. The tables are
for standard policies. The difference between the Account Value and the Cash
Surrender Value in the first ten years is the surrender charge.

The Account Values and Cash Surrender Values in the tables are related to the
annual premiums shown in "Premiums -- Illustration of Premium Rates" in Part 3.
The amounts of Death Benefits, Account Values and Cash Surrender Values shown in
the tables for the end of each policy year take into account a daily charge
against each division of the Separate Account that is equivalent to an annual
charge of 0.75% at the beginning of each year. This charge is the 0.50% charge
against the Separate Account for mortality and expense risks and a 0.25% charge
for investment advisory services. The effect of these adjustments is that on a
0% actual rate of return the net rate of return would be -0.75%, on 4% it would
be 3.22%, on 8% it would be 7.19% and on 12% it would be 11.16%.

The hypothetical returns shown in the tables do not reflect any charges for
Trust expenses in addition to the 0.25% investment advisory fee charge, because
the divisions of the Separate Account will generally be reimbursed for such
expenses. See "The Trust's Investment Adviser" in Part 2.

The tables reflect the fact that we do not currently charge the divisions of the
Separate Account for Federal income tax. However, if we do make such a charge in
the future, it would take a higher rate of return to produce after-tax returns
of 0%, 4%, 8% or 12% than it does now.

The second and third columns of each table show what would happen if an amount
equal to the total premium were invested to earn interest, after taxes, of 4% or
5% compounded annually. These tables show that if a policy is returned in its
very early years for payment of its Cash Surrender Value, the Cash Surrender
Value will be low in comparison to the premium accumulated with interest. This
means that the cost of owning your policy for a relatively short time will be
high.

If you request, we will furnish you with a comparable illustration based on the
proposed insured's sex and age and an initial face amount or premium amount of
your choice. A specific illustration will assume that the insured is a standard
risk and that the premium will be paid on an annual basis. In addition, if you
do purchase a policy, we will deliver a specific illustration that reflects how
the premium will actually be paid and to what risk class the insured has been
assigned.

We have also prepared special illustrations showing the effects of policy loans
on a planned basis. These are available on request.

- --------------------------------------------------------------------------------
TABLE OF CONTENTS
OF ILLUSTRATIONS
                                                             Page
                                                             ----
$  300 annual premium Male Age 10                              33
$  500 annual premium Male Age 25                              34
$1,000 annual premium Male Age 40                              35
$1,000 annual premium Male Age 10                              36
$2,000 annual premium Male Age 25                              37
$4,000 annual premium Male Age 40                              38

The first three illustrations show values based on policies with face amounts
under $200,000 and the second three for policies with face amounts at least
$200,000.

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

                                       32
<PAGE>


                                  THE CHAMPION
- --------------------------------------------------------------------------------
                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                      VARIABLE WHOLE LIFE INSURANCE POLICY

   INITIAL FACE AMOUNT  $52,739
(GUARANTEED MINIMUM DEATH BENEFIT)      MALE AGE 10       ANNUAL PREMIUM $300(2)
- --------------------------------------------------------------------------------

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
                                                                            DEATH BENEFIT(1)
               PREMIUMS(2) ACCUMULATED                                ASSUMING HYPOTHETICAL GROSS
  END OF       AT INTEREST PER ANNUM OF                                ANNUAL INVESTMENT RETURN OF
  POLICY      --------------------------            ------------------------------------------------------------------
   YEAR          4%                 5%                 0%                 4%                  8%                 12%
  ------      -------            -------            -------            -------            --------            --------
<S>           <C>                <C>                <C>                <C>                <C>                 <C>    
     1        $   312            $   315            $52,739            $52,739            $ 52,761            $ 52,793
     2            636                646             52,739             52,739              52,838              52,985
     3            974                993             52,739             52,739              52,968              53,319
     4          1,325              1,358             52,739             52,739              53,152              53,796
     5          1,690              1,741             52,739             52,739              53,387              54,420

     6          2,070              2,143             52,739             52,739              53,673              55,193
     7          2,464              2,565             52,739             52,739              54,006              56,118
     8          2,875              3,008             52,739             52,739              54,388              57,199
     9          3,302              3,473             52,739             52,739              54,816              58,441
    10          3,746              3,962             52,739             52,739              55,291              59,849

    11          4,208              4,475             52,739             52,739              55,811              61,431
    12          4,688              5,014             52,739             52,739              56,377              63,197
    13          5,188              5,580             52,739             52,739              56,991              65,155
    14          5,707              6,174             52,739             52,739              57,651              67,316
    15          6,247              6,797             52,739             52,739              58,360              69,694

    16          6,809              7,452             52,739             52,739              59,117              72,298
    17          7,394              8,140             52,739             52,739              59,924              75,144
    18          8,001              8,862             52,739             52,739              60,782              78,245
    19          8,633              9,620             52,739             52,739              61,690              81,617
    20          9,291             10,416             52,739             52,739              62,651              85,275

55 (Age 65)    59,642             85,905             52,739             52,739             135,015             640,103
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                   ACCOUNT VALUE(1)                                             CASH SURRENDER VALUE(1)
             ASSUMING HYPOTHETICAL GROSS                                      ASSUMING HYPOTHETICAL GROSS
             ANNUAL INVESTMENT RETURN OF                                      ANNUAL INVESTMENT RETURN OF
- -------------------------------------------------------         -------------------------------------------------------
  0%              4%              8%              12%             0%              4%              8%              12%
- ------         -------         -------         --------         ------         -------         -------         --------
<S>            <C>             <C>             <C>              <C>            <C>             <C>             <C>     
$   38         $    41         $    44         $     47         $    0         $     0         $     2         $      5
   232             246             261              275            153             168             183              197
   419             453             487              523            322             355             390              426
   599             659             723              792            485             545             609              677
   769             864             967            1,081            639             734             837              950

   929           1,066           1,219            1,392            789             926           1,079            1,252
 1,080           1,266           1,480            1,728            935           1,120           1,335            1,583
 1,223           1,464           1,751            2,091          1,098           1,339           1,626            1,966
 1,360           1,663           2,035            2,488          1,289           1,593           1,965            2,418
 1,494           1,866           2,335            2,922          1,494           1,866           2,335            2,922

 1,625           2,074           2,654            3,401          1,625           2,074           2,654            3,401
 1,757           2,289           2,995            3,931          1,757           2,289           2,995            3,931
 1,891           2,513           3,361            4,518          1,891           2,513           3,361            4,518
 2,028           2,747           3,755            5,172          2,028           2,747           3,755            5,172
 2,165           2,990           4,178            5,896          2,165           2,990           4,178            5,896

 2,307           3,245           4,635            6,702          2,307           3,245           4,635            6,702
 2,450           3,510           5,126            7,597          2,450           3,510           5,126            7,597
 2,596           3,787           5,653            8,591          2,596           3,787           5,653            8,591
 2,742           4,074           6,217            9,692          2,742           4,074           6,217            9,692
 2,889           4,371           6,822           10,912          2,889           4,371           6,822           10,912

 5,619          17,920          74,624          362,630          5,619          17,920          74,624          362,630

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE
ILLUSTRATION TABLE ABOVE:]

<FN>
(1) Assumes no policy loan has been made.

(2) If premiums are paid more  frequently  than  annually the payments  would be
    $153  semi-annually,  $77  quarterly  or $27  monthly.  The Death  Benefits,
    Account Values and Cash Surrender  Values shown would not be affected by the
    more frequent  premium  payments,  nor would such amounts be affected by the
    insured's risk classification.
</FN>
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       33
<PAGE>


                                  THE CHAMPION
- --------------------------------------------------------------------------------
                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                      VARIABLE WHOLE LIFE INSURANCE POLICY

  INITIAL FACE AMOUNT  $53,427
(GUARANTEED MINIMUM DEATH BENEFIT)      MALE AGE 25       ANNUAL PREMIUM $500(2)
- --------------------------------------------------------------------------------

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
                                                                            DEATH BENEFIT(1)
               PREMIUMS(2) ACCUMULATED                                ASSUMING HYPOTHETICAL GROSS
  END OF       AT INTEREST PER ANNUM OF                                ANNUAL INVESTMENT RETURN OF
  POLICY      --------------------------            ------------------------------------------------------------------
   YEAR          4%                 5%                 0%                 4%                 8%                  12%
  ------      -------            -------            -------            -------            -------             --------
<S>           <C>                <C>                <C>                <C>                <C>                 <C>    
     1        $   520            $   525            $53,427            $53,427            $53,471             $53,537
     2          1,061              1,076             53,427             53,427             53,570              53,787
     3          1,623              1,655             53,427             53,427             53,725              54,184
     4          2,208              2,263             53,427             53,427             53,936              54,734
     5          2,816              2,901             53,427             53,427             54,202              55,444

     6          3,449              3,571             53,427             53,427             54,524              56,322
     7          4,107              4,275             53,427             53,427             54,902              57,374
     8          4,791              5,013             53,427             53,427             55,337              58,608
     9          5,503              5,789             53,427             53,427             55,826              60,031
    10          6,243              6,603             53,427             53,427             56,372              61,653

    11          7,013              7,459             53,427             53,427             56,974              63,481
    12          7,813              8,356             53,427             53,427             57,631              65,526
    13          8,646              9,299             53,427             53,427             58,344              67,797
    14          9,512             10,289             53,427             53,427             59,112              70,307
    15         10,412             11,329             53,427             53,427             59,936              73,066

    16         11,349             12,420             53,427             53,427             60,815              76,087
    17         12,323             13,566             53,427             53,427             61,750              79,384
    18         13,336             14,770             53,427             53,427             62,741              82,971
    19         14,389             16,033             53,427             53,427             63,788              86,864
    20         15,485             17,360             53,427             53,427             64,890              91,079

40 (Age 65)    49,413             63,420             53,427             53,427             99,610             283,063
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                   ACCOUNT VALUE(1)                                             CASH SURRENDER VALUE(1)
             ASSUMING HYPOTHETICAL GROSS                                      ASSUMING HYPOTHETICAL GROSS
             ANNUAL INVESTMENT RETURN OF                                      ANNUAL INVESTMENT RETURN OF
- -------------------------------------------------------         -------------------------------------------------------
  0%              4%              8%              12%             0%              4%              8%              12%
- ------         -------         -------         --------         ------         -------         -------         --------
<S>            <C>             <C>             <C>              <C>            <C>             <C>             <C>     
$  160         $   170         $   180         $    190         $   56         $    66         $    76         $     87
   481             514             549              583            343             376             411              446
   801             871             945            1,022            628             698             772              849
 1,121           1,241           1,370            1,510            918           1,039           1,168            1,307
 1,439           1,623           1,827            2,052          1,209           1,393           1,596            1,821

 1,755           2,017           2,315            2,652          1,507           1,769           2,067            2,404
 2,068           2,422           2,836            3,317          1,810           2,165           2,578            3,059
 2,377           2,839           3,392            4,052          2,156           2,618           3,171            3,831
 2,682           3,266           3,984            4,863          2,558           3,142           3,860            4,740
 2,982           3,704           4,615            5,760          2,982           3,704           4,615            5,760

 3,277           4,151           5,284            6,748          3,277           4,151           5,284            6,748
 3,566           4,609           5,995            7,838          3,566           4,609           5,995            7,838
 3,848           5,075           6,749            9,038          3,848           5,075           6,749            9,038
 4,124           5,549           7,548           10,358          4,124           5,549           7,548           10,358
 4,392           6,031           8,394           11,811          4,392           6,031           8,394           11,811

 4,651           6,520           9,288           13,405          4,651           6,520           9,288           13,405
 4,902           7,016          10,233           15,158          4,902           7,016          10,233           15,158
 5,144           7,517          11,231           17,083          5,144           7,517          11,231           17,083
 5,378           8,025          12,286           19,196          5,378           8,025          12,286           19,196
 5,603           8,539          13,399           21,516          5,603           8,539          13,399           21,516

 8,079          19,251          52,618          157,225          8,079          19,251          52,618          157,225

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE
ILLUSTRATION TABLE ABOVE:]

<FN>
(1) Assumes no policy loan has been made.

(2) If premiums are paid more  frequently  than  annually the payments  would be
    $255  semi-annually,  $129  quarterly  or $44 monthly.  The Death  Benefits,
    Account Values and Cash Surrender  Values shown would not be affected by the
    more frequent  premium  payments,  nor would such amounts be affected by the
    insured's risk classification.
</FN>
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       34

<PAGE>


                                  THE CHAMPION
- --------------------------------------------------------------------------------
                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                      VARIABLE WHOLE LIFE INSURANCE POLICY

  INITIAL FACE AMOUNT  $57,041
(GUARANTEED MINIMUM DEATH BENEFIT)     MALE AGE 40      ANNUAL PREMIUM $1,000(2)
- --------------------------------------------------------------------------------

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
                                                                            DEATH BENEFIT(1)
               PREMIUMS(2) ACCUMULATED                                ASSUMING HYPOTHETICAL GROSS
  END OF       AT INTEREST PER ANNUM OF                                ANNUAL INVESTMENT RETURN OF
  POLICY      --------------------------            ------------------------------------------------------------------
   YEAR          4%                 5%                 0%                 4%                 8%                  12%
  ------      -------            -------            -------            -------            -------             --------
<S>           <C>                <C>                <C>                <C>                <C>                 <C>    
    1         $ 1,040            $ 1,050            $57,041            $57,041            $57,111             $ 57,214
    2           2,122              2,153             57,041             57,041             57,250               57,566
    3           3,246              3,310             57,041             57,041             57,459               58,103
    4           4,416              4,526             57,041             57,041             57,735               58,828
    5           5,633              5,802             57,041             57,041             58,078               59,747

    6           6,898              7,142             57,041             57,041             58,486               60,866
    7           8,214              8,549             57,041             57,041             58,961               62,194
    8           9,583             10,027             57,041             57,041             59,500               63,737
    9          11,006             11,578             57,041             57,041             60,104               65,505
   10          12,486             13,207             57,041             57,041             60,772               67,506

   11          14,026             14,917             57,041             57,041             61,503               69,752
   12          15,627             16,713             57,041             57,041             62,299               72,253
   13          17,292             18,599             57,041             57,041             63,158               75,021
   14          19,024             20,579             57,041             57,041             64,080               78,070
   15          20,825             22,658             57,041             57,041             65,066               81,414

   16          22,697             24,840             57,041             57,041             66,115               85,066
   17          24,645             27,132             57,041             57,041             67,227               89,045
   18          26,671             29,539             57,041             57,041             68,402               93,366
   19          28,778             32,066             57,041             57,041             69,641               98,048
   20          30,969             34,719             57,041             57,041             70,944              103,113

25 (Age 65)    43,312             50,114             57,041             57,041             78,433              134,982
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                   ACCOUNT VALUE(1)                                             CASH SURRENDER VALUE(1)
             ASSUMING HYPOTHETICAL GROSS                                      ASSUMING HYPOTHETICAL GROSS
             ANNUAL INVESTMENT RETURN OF                                      ANNUAL INVESTMENT RETURN OF
- ------------------------------------------------------          -------------------------------------------------------
  0%              4%              8%             12%              0%              4%              8%              12%
- ------         -------         -------         -------          ------         -------         -------         --------
<S>            <C>             <C>             <C>              <C>            <C>             <C>             <C>     
$   521        $   549         $   577         $   605          $   305        $   333         $   361         $   389
  1,196          1,280           1,366           1,455              908            992           1,078           1,167
  1,854          2,022           2,199           2,386            1,494          1,662           1,839           2,026
  2,493          2,773           3,076           3,403            2,070          2,350           2,653           2,980
  3,115          3,535           4,001           4,518            2,634          3,055           3,521           4,038

  3,717          4,305           4,975           5,738            3,198          3,786           4,457           5,220
  4,303          5,085           6,002           7,075            3,765          4,548           5,465           6,538
  4,870          5,875           7,084           8,538            4,409          5,414           6,623           8,077
  5,419          6,674           8,225          10,140            5,160          6,415           7,966           9,881
  5,951          7,481           9,426          11,894            5,951          7,481           9,426          11,894

  6,464          8,297          10,690          13,814            6,464          8,297          10,690          13,814
  6,958          9,119          12,019          15,912            6,958          9,119          12,019          15,912
  7,430          9,944          13,413          18,204            7,430          9,944          13,413          18,204
  7,880         10,772          14,874          20,704            7,880         10,772          14,874          20,704
  8,305         11,598          16,402          23,429            8,305         11,598          16,402          23,429

  8,706         12,424          18,000          26,398            8,706         12,424          18,000          26,398
  9,084         13,247          19,671          29,633            9,084         13,247          19,671          29,633
  9,440         14,069          21,419          33,157            9,440         14,069          21,419          33,157
  9,773         14,889          23,247          36,997            9,773         14,889          23,247          36,997
 10,087         15,708          25,159          41,182           10,087         15,708          25,159          41,182

 11,304         19,694          36,009          68,254           11,304         19,694          36,009          68,254

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE
ILLUSTRATION TABLE ABOVE:]

<FN>
(1) Assumes no policy loan has been made.

(2) If premiums are paid more  frequently  than  annually the payments  would be
    $509  semi-annually,  $257  quarterly  or $87 monthly.  The Death  Benefits,
    Account Values and Cash Surrender  Values shown would not be affected by the
    more frequent  premium  payments,  nor would such amounts be affected by the
    insured's risk classification.
</FN>
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       35
<PAGE>


                                  THE CHAMPION
- --------------------------------------------------------------------------------
                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                      VARIABLE WHOLE LIFE INSURANCE POLICY

  INITIAL FACE AMOUNT  $200,000
(GUARANTEED MINIMUM DEATH BENEFIT)     MALE AGE 10      ANNUAL PREMIUM $1,000(2)
- --------------------------------------------------------------------------------

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
                                                                            DEATH BENEFIT(1)
               PREMIUMS(2) ACCUMULATED                                ASSUMING HYPOTHETICAL GROSS
  END OF       AT INTEREST PER ANNUM OF                                ANNUAL INVESTMENT RETURN OF
  POLICY      ---------------------------           --------------------------------------------------------------------
   YEAR          4%                 5%                 0%                 4%                 8%                  12%
  ------      --------           --------           --------           --------           --------            ----------
<S>           <C>                <C>                <C>                <C>                <C>                 <C>    
    1         $  1,040           $  1,050           $200,000           $200,000           $200,218            $  200,542
    2            2,122              2,153            200,000            200,000            200,642               201,612
    3            3,246              3,310            200,000            200,000            201,268               203,226
    4            4,416              4,526            200,000            200,000            202,094               205,398
    5            5,633              5,802            200,000            200,000            203,114               208,138

    6            6,898              7,142            200,000            200,000            204,324               211,458
    7            8,214              8,549            200,000            200,000            205,718               215,368
    8            9,583             10,027            200,000            200,000            207,292               219,888
    9           11,006             11,578            200,000            200,000            209,042               225,034
   10           12,486             13,207            200,000            200,000            210,966               230,830

   11           14,026             14,917            200,000            200,000            213,066               237,310
   12           15,627             16,713            200,000            200,000            215,340               244,506
   13           17,292             18,599            200,000            200,000            217,792               252,456
   14           19,024             20,579            200,000            200,000            220,422               261,204
   15           20,825             22,658            200,000            200,000            223,236               270,796

   16           22,697             24,840            200,000            200,000            226,234               281,280
   17           24,645             27,132            200,000            200,000            229,420               292,710
   18           26,671             29,539            200,000            200,000            232,798               305,142
   19           28,778             32,066            200,000            200,000            236,370               318,636
   20           30,969             34,719            200,000            200,000            240,140               333,254

55 (Age 65)    198,805            286,348            200,000            200,000            520,190             2,527,266
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                   ACCOUNT VALUE(1)                                             CASH SURRENDER VALUE(1)
             ASSUMING HYPOTHETICAL GROSS                                      ASSUMING HYPOTHETICAL GROSS
             ANNUAL INVESTMENT RETURN OF                                      ANNUAL INVESTMENT RETURN OF
- ---------------------------------------------------------       ---------------------------------------------------------
  0%              4%              8%              12%             0%              4%              8%              12%
- ------         -------         --------        ----------       -------        -------         --------        ----------
<S>            <C>             <C>             <C>              <C>            <C>             <C>             <C>     
$   620        $   650         $    680        $      712       $   404        $   434         $    464        $      496
  1,328          1,418            1,512             1,608         1,040          1,130            1,224             1,320
  2,016          2,196            2,386             2,586         1,656          1,836            2,026             2,226
  2,668          2,968            3,292             3,642         2,246          2,546            2,870             3,220
  3,288          3,736            4,232             4,784         2,808          3,256            3,752             4,304

  3,872          4,494            5,202             6,012         3,354          3,976            4,684             5,494
  4,420          5,244            6,208             7,340         3,882          4,706            5,670             6,802
  4,938          5,986            7,250             8,776         4,478          5,526            6,790             8,316
  5,434          6,734            8,346            10,342         5,174          6,474            8,086            10,082
  5,920          7,496            9,504            12,064         5,920          7,496            9,504            12,064

  6,400          8,272           10,732            13,956         6,400          8,272           10,732            13,956
  6,880          9,078           12,046            16,050         6,880          9,078           12,046            16,050
  7,366          9,918           13,456            18,372         7,366          9,918           13,456            18,372
  7,862         10,792           14,974            20,950         7,862         10,792           14,974            20,950
  8,364         11,704           16,606            23,812         8,364         11,704           16,606            23,812

  8,880         12,662           18,364            26,998         8,880         12,662           18,364            26,998
  9,404         13,658           20,254            30,532         9,404         13,658           20,254            30,532
  9,936         14,696           22,284            34,456         9,936         14,696           22,284            34,456
 10,468         15,772           24,458            38,804        10,468         15,772           24,458            38,804
 11,004         16,886           26,784            43,618        11,004         16,886           26,784            43,618

 20,922         67,682          287,900         1,432,354        20,922         67,682          287,900         1,432,354

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE
ILLUSTRATION TABLE ABOVE:]

<FN>
(1) Assumes no policy loan has been made.

(2) If premiums are paid more  frequently  than  annually the payments  would be
    $509  semi-annually,  $257  quarterly  or $87 monthly.  The Death  Benefits,
    Account Values and Cash Surrender  Values shown would not be affected by the
    more frequent  premium  payments,  nor would such amounts be affected by the
    insured's risk classification.
</FN>
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       36
<PAGE>


                                  THE CHAMPION
- --------------------------------------------------------------------------------
                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                      VARIABLE WHOLE LIFE INSURANCE POLICY

  INITIAL FACE AMOUNT  $231,133
(GUARANTEED MINIMUM DEATH BENEFIT)     MALE AGE 25      ANNUAL PREMIUM $2,000(2)
- --------------------------------------------------------------------------------

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
                                                                            DEATH BENEFIT(1)
               PREMIUMS(2) ACCUMULATED                                ASSUMING HYPOTHETICAL GROSS
  END OF       AT INTEREST PER ANNUM OF                                ANNUAL INVESTMENT RETURN OF
  POLICY      ---------------------------           --------------------------------------------------------------------
   YEAR          4%                 5%                 0%                 4%                 8%                   12%
  ------      --------           --------           --------           --------           --------            ----------
<S>           <C>                <C>                <C>                <C>                <C>                 <C>    
    1         $  2,080           $  2,100           $231,133           $231,133           $231,419            $  231,842
    2            4,243              4,305            231,133            231,133            231,941               233,164
    3            6,493              6,620            231,133            231,133            232,702               235,129
    4            8,833              9,051            231,133            231,133            233,703               237,764
    5           11,266             11,604            231,133            231,133            234,944               241,099

    6           13,797             14,284            231,133            231,133            236,425               245,165
    7           16,428             17,098            231,133            231,133            238,150               249,993
    8           19,166             20,053            231,133            231,133            240,114               255,616
    9           22,012             23,156            231,133            231,133            242,319               262,072
   10           24,973             26,414            231,133            231,133            244,765               269,394

   11           28,052             29,834            231,133            231,133            247,450               277,627
   12           31,254             33,426            231,133            231,133            250,377               286,810
   13           34,584             37,197            231,133            231,133            253,543               296,989
   14           38,047             41,157            231,133            231,133            256,950               308,213
   15           41,649             45,315            231,133            231,133            260,595               320,535

   16           45,395             49,681            231,133            231,133            264,480               334,007
   17           49,291             54,265            231,133            231,133            268,606               348,694
   18           53,342             59,078            231,133            231,133            272,972               364,656
   19           57,556             64,132            231,133            231,133            277,581               381,965
   20           61,938             69,439            231,133            231,133            282,432               400,694

40 (Age 65)    197,653            253,680            231,133            231,133            434,432             1,250,452
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                   ACCOUNT VALUE(1)                                             CASH SURRENDER VALUE(1)
             ASSUMING HYPOTHETICAL GROSS                                      ASSUMING HYPOTHETICAL GROSS
             ANNUAL INVESTMENT RETURN OF                                      ANNUAL INVESTMENT RETURN OF
- -------------------------------------------------------         -------------------------------------------------------
  0%              4%              8%              12%              0%             4%              8%              12%
- ------         -------         --------        --------         -------        -------         --------        --------
<S>            <C>             <C>             <C>              <C>            <C>             <C>             <C>     
$ 1,238        $ 1,305         $  1,370        $  1,437         $   797        $   864         $    929        $    996
  2,595          2,782            2,976           3,175           2,008          2,195            2,389           2,588
  3,952          4,317            4,703           5,112           3,217          3,582            3,968           4,377
  5,304          5,905            6,559           7,266           4,442          5,043            5,697           6,404
  6,649          7,546            8,547           9,661           5,669          6,566            7,567           8,681

  7,985          9,240           10,673          12,312           6,927          8,182            9,615          11,253
  9,305         10,978           12,941          15,245           8,207          9,880           11,843          14,147
 10,613         12,767           15,365          18,492           9,672         11,827           14,425          17,552
 11,903         14,602           17,945          22,075          11,374         14,073           17,415          21,546
 13,174         16,484           20,691          26,037          13,174         16,484           20,691          26,037

 14,422         18,407           23,607          30,400          14,422         18,407           23,607          30,400
 15,645         20,372           26,707          35,213          15,645         20,372           26,707          35,213
 16,842         22,373           29,994          40,512          16,842         22,373           29,994          40,512
 18,007         24,412           33,477          46,344          18,007         24,412           33,477          46,344
 19,140         26,480           37,159          52,753          19,140         26,480           37,159          52,753

 20,238         28,581           41,058          59,803          20,238         28,581           41,058          59,803
 21,296         30,708           45,172          67,541          21,296         30,708           45,172          67,541
 22,320         32,864           49,524          76,045          22,320         32,864           49,524          76,045
 23,307         35,044           54,117          85,378          23,307         35,044           54,117          85,378
 24,257         37,251           58,968          95,624          24,257         37,251           58,968          95,624

 34,646         83,235          229,933         695,234          34,646         83,235          229,933         695,234

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE
ILLUSTRATION TABLE ABOVE:]

<FN>
(1) Assumes no policy loan has been made.

(2) If premiums are paid more  frequently  than  annually the payments  would be
    $1,019  semi-annually,  $515 quarterly or $173 monthly.  The Death Benefits,
    Account Values and Cash Surrender  Values shown would not be affected by the
    more frequent  premium  payments,  nor would such amounts be affected by the
    insured's risk classification.
</FN>
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       37
<PAGE>


                                  THE CHAMPION
- --------------------------------------------------------------------------------
                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                      VARIABLE WHOLE LIFE INSURANCE POLICY

  INITIAL FACE AMOUNT  $237,411
(GUARANTEED MINIMUM DEATH BENEFIT)     MALE AGE 40      ANNUAL PREMIUM $4,000(2)
- --------------------------------------------------------------------------------

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
                                                                            DEATH BENEFIT(1)
               PREMIUMS(2) ACCUMULATED                                ASSUMING HYPOTHETICAL GROSS
  END OF       AT INTEREST PER ANNUM OF                                ANNUAL INVESTMENT RETURN OF
  POLICY      ---------------------------           ------------------------------------------------------------------
   YEAR          4%                 5%                 0%                 4%                  8%                 12%
  ------      --------           --------           --------           --------           --------            --------
<S>           <C>                <C>                <C>                <C>                <C>                 <C>    
    1         $  4,160           $  4,200           $237,411           $237,411           $237,757            $238,272
    2            8,486              8,610            237,411            237,411            238,393             239,882
    3           12,986             13,241            237,411            237,411            239,315             242,258
    4           17,665             18,103            237,411            237,411            240,516             245,423
    5           22,532             23,208            237,411            237,411            241,995             249,400

    6           27,593             28,568            237,411            237,411            243,747             254,217
    7           32,857             34,196            237,411            237,411            245,772             259,903
    8           38,331             40,106            237,411            237,411            248,066             266,491
    9           44,024             46,312            237,411            237,411            250,627             274,019
   10           49,945             52,827            237,411            237,411            253,455             282,526

   11           56,103             59,669            237,411            237,411            256,548             292,055
   12           62,507             66,852            237,411            237,411            259,905             302,656
   13           69,168             74,395            237,411            237,411            263,526             314,379
   14           76,094             82,314            237,411            237,411            267,410             327,278
   15           83,298             90,630            237,411            237,411            271,557             341,413

   16           90,790             99,361            237,411            237,411            275,968             356,847
   17           98,582            108,530            237,411            237,411            280,643             373,646
   18          106,685            118,156            237,411            237,411            285,581             391,884
   19          115,112            128,264            237,411            237,411            290,783             411,639
   20          123,877            138,877            237,411            237,411            296,250             432,997

25 (Age 65)    173,247            200,454            237,411            237,411            327,643             567,305
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                   ACCOUNT VALUE(1)                                             CASH SURRENDER VALUE(1)
             ASSUMING HYPOTHETICAL GROSS                                      ASSUMING HYPOTHETICAL GROSS
             ANNUAL INVESTMENT RETURN OF                                      ANNUAL INVESTMENT RETURN OF
- -------------------------------------------------------         -------------------------------------------------------
  0%              4%              8%              12%             0%              4%              8%              12%
- ------         -------         --------        --------         -------        -------         --------        --------
<S>            <C>             <C>             <C>              <C>            <C>             <C>             <C>     
$ 2,727        $ 2,865         $  3,003        $  3,143         $ 1,837        $ 1,975         $  2,112        $  2,253
  5,500          5,894            6,298           6,713           4,313          4,707            5,111           5,526
  8,202          8,964            9,771          10,624           6,716          7,478            8,285           9,137
 10,830         12,079           13,435          14,904           9,088         10,336           11,692          13,162
 13,382         15,232           17,295          19,588          11,402         13,252           15,315          17,608

 15,856         18,420           21,357          24,714          13,717         16,281           19,218          22,575
 18,259         21,651           25,642          30,331          16,041         19,434           23,425          28,114
 20,590         24,921           30,160          36,480          18,688         23,019           28,259          34,578
 22,846         28,230           34,918          43,215          21,777         27,162           33,850          42,147
 25,030         31,575           39,932          50,589          25,030         31,575           39,932          50,589

 27,133         34,951           45,207          58,654          27,133         34,951           45,207          58,654
 29,161         38,353           50,753          67,476          29,161         38,353           50,753          67,476
 31,098         41,772           56,572          77,111          31,098         41,772           56,572          77,111
 32,943         45,198           62,671          87,621          32,943         45,198           62,671          87,621
 34,685         48,619           69,048          99,076          34,685         48,619           69,048          99,076

 36,333         52,040           75,724         111,561          36,333         52,040           75,724         111,561
 37,878         55,449           82,697         125,160          37,878         55,449           82,697         125,160
 39,336         58,854           89,995         139,979          39,336         58,854           89,995         139,979
 40,701         62,249           97,623         156,126          40,701         62,249           97,623         156,126
 41,986         65,639          105,607         173,720          41,986         65,639          105,607         173,720

 46,957         82,139          150,910         287,568          46,957         82,139          150,910         287,568

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE
ILLUSTRATION TABLE ABOVE:]

<FN>
(1) Assumes no policy loan has been made.

(2) If premiums are paid more  frequently  than  annually the payments  would be
    $2,036 semi-annually,  $1,027 quarterly or $345 monthly. The Death Benefits,
    Account Values and Cash Surrender  Values shown would not be affected by the
    more frequent  premium  payments,  nor would such amounts be affected by the
    insured's risk classification.
</FN>
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       38

<PAGE>


[EDGARIZER'S NOTE:]
[THE CHAMPION PROSPECTUS ENDS HERE; THE SP-1 PROSPECTUS FOLLOWS]

<PAGE>


- --------------------------------------------------------------------------------
SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
LEVEL FACE AMOUNT

[SP-1 LOGO]

ISSUED BY

[EQUITABLE VARIABLE LIFE INSURANCE COMPANY LOGO - 1987 VERSION]

- --------------------------------------------------------------------------------
VM 371   Prospectus Dated September 30, 1987
- --------------------------------------------------------------------------------

THE HUDSON RIVER TRUST

PRINCIPAL OFFICE LOCATED AT:
787 Seventh Avenue, New York, New York 10019

- --------------------------------------------------------------------------------
HRT 102  PROSPECTUS DATED SEPTEMBER 30, 1987
- --------------------------------------------------------------------------------


<PAGE>


- --------------------------------------------------------------------------------
SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
LEVEL FACE AMOUNT

[VARIABLE LIFE INSURANCE LOGO]

[SP LOGO]

- --------------------------------------------------------------------------------
PROSPECTUS DATED
SEPTEMBER 30, 1987

ISSUED BY

[EQUITABLE VARIABLE LIFE INSURANCE COMPANY LOGO - 1987 VERSION]

- --------------------------------------------------------------------------------
This prospectus describes a variable life insurance policy being offered by
Equitable Variable. Your net premium is invested among one or more of the
Divisions of Equitable Variable's Separate Account I.

Each policy owner decides in which Divisions the premium for his or her policy
will be put, after certain deductions have been made.

The Separate Account has the following Divisions:

o Aggressive Stock
o High Yield
o Common Stock
o Balanced
o Money Market

The assets in each Division are invested in shares of corresponding Portfolios
of The Hudson River Trust. The Trust is the successor to The Hudson River Fund,
Inc. pursuant to an Agreement and Plan of Reorganization dated September 30,
1987.

The prospectus for the Trust, which is attached to this prospectus, describes
the investment objectives and policies of each of the Trust Portfolios, as well
as the risks relating to investments in the Trust.

The Death Benefit, Account Value, and Cash Surrender Value of a policy will vary
up or down depending on investment experience of the Divisions, which in turn
depends on the investment performance of the corresponding Portfolios. While
there is no guaranteed minimum Account Value or Cash Surrender Value for a
policy, Equitable Variable guarantees that a policy's Death Benefit will never
be less than its face amount as long as there is no outstanding policy loan.

A policy is serviced through a regional Life Insurance Center. This is the
Administrative Office shown on page 3 of a policy when it is issued. Equitable
Variable's Home Office is 787 Seventh Avenue, New York, New York. Telephone
(212) 714-4643.

REPLACING EXISTING INSURANCE WITH THE POLICY DESCRIBED IN THIS PROSPECTUS MAY
NOT BE TO YOUR ADVANTAGE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PLEASE READ THIS PROSPECTUS FOR DETAILS ON THE POLICY BEING OFFERED AND KEEP IT
FOR FUTURE REFERENCE. IT IS NOT VALID UNLESS ATTACHED TO A CURRENT PROSPECTUS
FOR THE HUDSON RIVER TRUST.

- --------------------------------------------------------------------------------
VM-371
Copyright 1987 Equitable Variable Life Insurance Company. All rights reserved.


<PAGE>


- --------------------------------------------------------------------------------
THE PURPOSE OF THE POLICY WE ARE OFFERING IS TO PROVIDE INSURANCE PROTECTION FOR
A POLICY'S BENEFICIARY.

WE DO NOT CLAIM THAT THE POLICY IS IN ANY WAY SIMILAR TO OR COMPARABLE TO A
MUTUAL FUND.

Because we want you to have as much information as possible about our variable
life policy before you buy one, we urge you to examine this prospectus
carefully, and we also urge you to read the attached Trust prospectus. Unless
otherwise stated, this prospectus assumes that there is no outstanding policy
loan.

The first Part of this prospectus contains a summary that will introduce us and
our variable life policy to you. You will find more detailed information in Part
2 and financial statements in Part 3.
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
PART 1 -- SUMMARY

- --------------------------------------------------------------------------------
THE ISSUING COMPANY

We are Equitable Variable Life Insurance Company (Equitable Variable) a New York
stock life insurance company.

- --------------------------------------------------------------------------------
OUR PARENT, EQUITABLE

We are a wholly-owned subsidiary of The Equitable Life Assurance Society of the
United States (Equitable), a New York mutual life insurance company.

- --------------------------------------------------------------------------------
THE POLICY

By this prospectus we are offering a single premium variable life insurance
policy with a level face amount. This is SP-1(TM), Policy Number 85-09.

We also offer, through separate prospectuses, three periodic premium variable
life policies and a flexible premium variable life policy. The net premiums for
SP-1 are invested in our Separate Account I (Separate Account), which in turn
buys shares in The Hudson River Trust (Trust).

- --------------------------------------------------------------------------------
WHY VARIABLE LIFE VARIES

This variable life policy is first and foremost a whole life insurance policy
with Death Benefits, Account Values, Cash Surrender Values and loan privileges
traditionally associated with whole life insurance. It is called "variable"
because, unlike the fixed death benefits of an ordinary single premium whole
life policy, the Death Benefits, Account Values and Cash Surrender Values may
increase or decrease. They do so because your net premium is put into one or
more of the Divisions of our Separate Account. The assets in each Division buy
shares in a corresponding Trust Portfolio. The Separate Account's investment
experience will vary over the years reflecting the investment performance of the
Trust's Portfolios in which it invests.

When the Separate Account's net investment return is greater than the assumed
investment return of 4%, additional amounts of paid-up life insurance are
purchased. This results in additional Death Benefit, Account Value and Cash
Surrender Value. If the Separate Account's net investment return is less than
the assumed investment return, this additional paid-up life insurance may be
lost, resulting in smaller Account Value, Cash Surrender Value and Death
Benefit, but the Death Benefit will never be less than the guaranteed minimum.

- --------------------------------------------------------------------------------
THE SEPARATE ACCOUNT, ITS
INVESTMENTS AND ITS INVESTMENT
EXPERIENCE

Our Separate Account is registered with the Securities and Exchange Commission
(SEC) under the Investment Company Act of 1940 (1940 Act) as a unit investment
trust, which is a type of investment company. For state law purposes the
Separate Account is treated as part of us.

After making certain deductions from premiums, we put the net premium in one or
more of the Divisions of the Separate Account. You decide in which Divisions
your policy's net premium will be put. The Separate Account has the following
Divisions:

o Aggressive Stock
o High Yield
o Common Stock
o Balanced
o Money Market

Each Division invests in shares of a corresponding investment portfolio
(Portfolio) of the Trust. Each Portfolio has a different investment policy.
Throughout this prospectus we will discuss the investment experience of the
Separate Account and the Divisions. On these occasions you should keep in mind
that THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT AND THE DIVISIONS DEPENDS
ON THE INVESTMENT PERFORMANCE OF THE TRUST AND THE CORRESPONDING PORTFOLIOS.

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

                                       2
<PAGE>


- --------------------------------------------------------------------------------
THE TRUST

The Hudson River Trust is a "series" type of mutual fund registered with the SEC
under the 1940 Act as an open-end diversified management investment company. In
addition to the Portfolios available for investment by Divisions of the Separate
Account, the Trust has a Global Portfolio which currently is not available. The
Trust does not impose a sales charge.

The Trust serves as an investment medium for variable life policies issued by
us, and by insurers affiliated or unaffiliated with Equitable. We are currently
in control of the Trust; however, purchasers of each of these contracts will
also have voting privileges in the Trust. See YOUR VOTING PRIVILEGES.

For a full description of the Trust, including the investment policies and
objectives of the Portfolios, see its prospectus which is attached to this
prospectus and its Statement of Additional Information referred to therein.

- --------------------------------------------------------------------------------
THE TRUST'S INVESTMENT ADVISER

The Trust is advised by Equitable Capital Management Corporation (Equitable
Capital), a wholly-owned subsidiary of Equitable. Equitable Capital is
registered with the SEC as an investment adviser under the Investment Advisers
Act of 1940. The Trust pays advisory fees to Equitable Capital based on maximum
annual rates of between 0.40% and 0.55% of the average daily value of the
aggregate net assets of each Portfolio. However, we credit the values of our
SP-1 policies to offset completely the effect on such values of the portion of
the Trust's advisory fees which exceeds a 0.25% annual rate.

- --------------------------------------------------------------------------------
DEATH BENEFITS

The Death Benefit under the policy can go up or down depending on the investment
experience of the Division or Divisions into which you choose to put your net
premium. The guaranteed minimum Death Benefit is the face amount of the policy
regardless of the investment experience of the Divisions. The Death Benefit is
the guaranteed minimum Death Benefit, plus the sum (if positive) of the variable
adjustment amounts (determined annually) in the Divisions in which you have
Account Value.

However, if the Account Value at the date of death, considered as a single
premium, can buy more Death Benefit, then the Death Benefit will be this higher
amount.

See THE VARIABLE ADJUSTMENT AMOUNT, THE GUARANTEED MINIMUM DEATH BENEFIT, and
DEATH BENEFIT BASED ON ACCOUNT VALUE in Part 2.

- --------------------------------------------------------------------------------
ACCOUNT VALUE

Our policy is a whole life policy and it will have both an Account Value and a
Cash Surrender Value. The Account Value of a policy may increase or decrease
daily to reflect the investment experience of the Divisions in which your policy
participates. The Account Value is your net single premium, minus the cost of
insurance and the Separate Account asset charges, plus or minus investment
experience. Unlike the Death Benefit, which has a guaranteed minimum, we do not
guarantee a minimum amount of Account Value. You will bear the entire market
risk for Account Value.

You can request that all or part of your Account Value be transferred between
the Divisions. See YOU CAN TRANSFER ACCOUNT VALUE BETWEEN DIVISIONS in Part 2.

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

                                       3
<PAGE>


- --------------------------------------------------------------------------------
CASH SURRENDER VALUE

Our policy also has a Cash Surrender Value. The Cash Surrender Value will be
less than the Account Value during the first ten policy years, and will equal
the Account Value thereafter. The difference between the Cash Surrender Value
and the Account Value is considered a contingent deferred sales load. Any
contingent deferred sales load will not be more than 9% of your single premium.
The Cash Surrender Value is not guaranteed.

See CONTINGENT DEFERRED SALES LOAD in Part 2.

- --------------------------------------------------------------------------------
COMMISSIONS

The agent or broker who sells you one of our single premium policies will
receive a commission for the sale equivalent to a maximum of 3% of the single
premium that is payable. (You do not pay any sales charge for shares of the
Trust purchased by the Separate Account). The agent or broker will not receive
commissions in later policy years.

- --------------------------------------------------------------------------------
CHARGES AGAINST PREMIUM

Your total premium after deduction for state premium taxes and a $200
administrative expense charge is put into our Separate Account. The
administrative charge is used to pay administrative expenses.

- --------------------------------------------------------------------------------
CHARGES AGAINST THE
SEPARATE ACCOUNT

The amount in the Divisions credited to your policy is decreased by the cost of
your insurance protection. Also, the investment experience of the Separate
Account reflects a daily charge we make at an effective annual rate of 0.50% of
the value of the assets of the Separate Account for certain mortality and
expense risks.

Any charges against the Divisions will have an impact on whether the Divisions
earn more than the assumed rate of 4% and whether your policy's Death Benefit
increases above the guaranteed minimum.

For more information on the cost of insurance, see HOW WE SUPPORT THE OPERATIONS
OF A POLICY in Part 2.

- --------------------------------------------------------------------------------
CONTINGENT DEFERRED SALES LOAD

We charge a contingent deferred sales load if you surrender your policy before
its 10th anniversary. The charge will be a percentage of the Account Value which
will vary by issue age and sex. The rate will never be more than 9% of the
Account Value and will diminish to zero over the first 10 policy years. In any
event the rate will never be more than 9% of your single premium.

This charge affects your Cash Surrender Value and the amount available for
policy loans. It does not affect Account Value transfers, Separate Account
investment experience or Death Benefits.

See CONTINGENT DEFERRED SALES LOAD in Part 2.

- --------------------------------------------------------------------------------
POLICY LOANS

As a policy owner, you may borrow up to 90% of your policy's Cash Surrender
Value at 5% interest but borrowed amounts are transferred out of the Divisions
and, therefore, not affected by investment experience. We will credit the
assumed interest rate of 4% on the borrowed amounts.

See TAKING A POLICY LOAN in Part 2.

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

                                       4
<PAGE>


- --------------------------------------------------------------------------------
PREMIUM

You may choose to purchase a policy based on a single premium or an initial face
amount. The size of the initial face amount depends on the single premium, and
the insured's age and sex. The minimum premium for this policy is $2,500.

- --------------------------------------------------------------------------------
CANCELLATION AND
EXCHANGE RIGHTS

You have a limited right to return your policy for cancellation and a full
refund of premium paid. Your request must be postmarked by the latest of

o 10 days after you receive your policy; or
o 10 days after we mail a written Notice of Withdrawal Right; or
o 45 days after Part 1 of the policy application was signed.

Also, within 24 months of a policy's issue date, it may be exchanged for a fixed
single premium whole life insurance policy on the life of the insured without
submitting proof of insurability.

- --------------------------------------------------------------------------------
INCOME TAXES

Any Death Benefit paid under our policy will be fully excludable from the gross
income of the beneficiary for Federal income tax purposes.

We may, in the future, charge the Divisions for any of our income taxes
attributable to the Separate Account.

See THE IMPACT OF TAXES in Part 2.

- --------------------------------------------------------------------------------
MORE INFORMATION

For further information, including illustrations of how the investment
experience of the Separate Account Divisions and the investment performance of
the Trust could cause Death Benefits, Account Values and Cash Surrender Values
to vary, please see Part 2 of this prospectus and the Trust's current
prospectus. Our financial statements are in Part 3 of this prospectus. The
Trust's prospectus contains Condensed Financial Information for the Trust and
its Statement of Additional Information contains its financial statements.

- --------------------------------------------------------------------------------
CONDENSED FINANCIAL
INFORMATION
SEPARATE ACCOUNT I

The tables below show the actual net returns of the Common Stock and Money
Market Divisions of our Separate Account as if the Reorganization discussed
under GENERAL INFORMATION -- PREDECESSORS OF THE TRUST in Part 2 had always been
in effect. The tables show the actual net returns of the predecessors of the
Common Stocks and Money Market Divisions operating as management investment
companies prior to the Reorganization. The same results would have been achieved
if the Separate Account had operated as a unit investment trust investing in The
Hudson River Trust, for all the periods shown, the operations of the Trust
having been as currently reported in the Trust's separate Prospectus and
Statement of Additional Information. The net returns for each Division for the
periods shown assume the Common Stock Division and the Money Market Division
would have received initial policy premium allocations on January 13, 1976 and
August 21, 1981, respectively, the dates on which the predecessors of these
Divisions first received premium allocations under variable life policies. The
tables break the net return into its component parts.

When you examine the tables, remember that the percentages apply to a policy
with its policy year starting on the first day of the periods shown and apply to
a policy that would have been in force throughout the periods shown. Because
they are determined each December 31, the percentages do not reflect the average
net assets in the Divisions during those periods. To get a more complete picture
of the Separate Account and its Divisions you may want to refer to the financial
statements and related notes in the Statement of Additional Information for The
Hudson River Trust.

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

                                       5
<PAGE>


- --------------------------------------------------------------------------------
COMMON STOCK DIVISION

<TABLE>
<CAPTION>
                                                                                                                   January 13,
                                                   Year Ended December 31,                                            1976 to
                -----------------------------------------------------------------------------------------------   December 31,
                 1986      1985      1984      1983      1982      1981      1980      1979     1978       1977     1976(a)(b)
                --------------------------------------------------------------------------------------------------------------
<S>             <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>   
NET RETURN:
Income(c)        1.55 %    2.92 %    3.22 %    2.65 %    4.64 %    4.02 %    4.35 %    3.91 %   4.06 %     3.49 %     2.63 %
Net realized
  and
  unrealized
  gain (loss)
  on invest-
  ments         16.04 %   30.91 %   (4.68)%   24.06 %   13.58 %   (9.40)%   46.48 %   26.56 %   4.72 %   (12.26)%     7.00 %
                -----     -----      ----     -----     -----      ----     -----     -----     ----      -----       ----
Gross
  Return        17.59 %   33.83 %   (1.46)%   26.71 %   18.22 %   (5.38)%   50.83 %   30.47 %   8.78 %    (8.77)%     9.63 %
Expense
  charges(c)     (.59)%    (.74)%    (.74)%    (.94)%    (.95)%    (.70)%   (1.13)%    (.98)%   (.81)%     (.69)%     (.77)%
                -----     -----      ----     -----     -----      ----     -----     -----     ----      -----       ----
Net Return      17.00 %   33.09 %   (2.20)%   25.77 %   17.27 %   (6.08)%   49.70 %   29.49 %   7.97 %    (9.46)%     8.86 %
                =====     =====      ====     =====     =====      ====     =====     =====     ====      =====       ====


- --------------------------------------------------------------------------------
<FN>
(a) Date as of which net premiums under the policies were first allocated to
    the predecessor of the Division.
(b) The gross return and the net return for the periods indicated are not
    annual rates of return.
(c) Subsequent to March 22, 1985, the advisory service fees have been deducted
    in arriving at income rather than as an expense charge.
</FN>
</TABLE>

The effective annual net rate of return for the Common Stock Division from
January 13, 1976 to December 31, 1986 was 14.36%. For the same period ended
December 31, 1986, the average annual increase for the Standard and Poor's 500
Stock Index with dividends reinvested was 14.06%. (Standard and Poor's is an
unmanaged index of groups of common stocks.)


- --------------------------------------------------------------------------------
MONEY MARKET DIVISION

<TABLE>
<CAPTION>
                                                        Year Ended December 31,                     August 21, 1981
                                       ------------------------------------------------------       to December 31,
                                       1986        1985(d)      1984        1983         1982            1981(a)(b)
                                       ----------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>          <C>         <C>                  <C>   
NET RETURN:
Income(c)                              6.83 %      8.65 %      11.00 %      9.56 %      13.53 %              5.46 %
Net realized and unrealized gain
  (loss) on investments                0.03 %      (.09)%        .42 %      (.06)%        .03 %               .06 %
                                       ----        ----        -----        ----        -----                ----  
Gross Return                           6.86 %      8.56 %      11.42 %      9.50 %      13.56 %              5.52 %
Expense charges(c)                     (.55)%      (.60)%       (.84)%      (.83)%       (.84)%              (.35)%
                                       ----        ----        -----        ----        -----                ----  
Net Return                             6.31 %      7.96 %      10.58 %      8.67 %      12.72 %              5.17 %
                                       ====        ====        =====        ====        =====                ====  

- --------------------------------------------------------------------------------
<FN>
(a) Date as of which net premiums under the policies were first allocated to
    the predecessor of the Division.
(b) The gross return and the net return for the periods indicated are not
    annual rates of return.
(c) Subsequent to March 22, 1985, the advisory service fees have been deducted
    in arriving at income rather than as an expense charge.
(d) Net return for 1985 has been adjusted to reflect a recalculation of the net
    return of the Division.
</FN>
</TABLE>

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


                                       6
<PAGE>


- --------------------------------------------------------------------------------
HYPOTHETICAL
ILLUSTRATIONS

The following illustrations are based on the assumption that the Separate
Account and the Trust had been operating since January 1, 1976 in the same
manner as they operate as a result of the implementation of the Reorganization
described under GENERAL INFORMATION -- PREDECESSORS OF THE TRUST in Part 2. For
illustrations based on various constant hypothetical annual investment returns,
see ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES AND CASH SURRENDER VALUES,
AND ACCUMULATED PREMIUM in Part 2.

- --------------------------------------------------------------------------------
ILLUSTRATION OF VARIATIONS OF THE
DEATH BENEFIT, THE ACCOUNT VALUE
AND THE CASH SURRENDER VALUE IN
RELATION TO INVESTMENT EXPERIENCE
OF THE COMMON STOCK DIVISION

The following example shows how the net return of the Common Stock Division
would have affected the Death Benefits, Account Values and Cash Surrender Values
of a single premium policy dated January 1, 1976. Assume a single premium of
$25,000 and that the insured was a 40 year old male on January 1, 1976.

- --------------------------------------------------------------------------------
                  SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                              ($81,932 Face Amount)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                     Cash                                                                              Guaranteed
Policy Anniversary on           Surrender                                                                                 Minimum
January 1 in Year:                  Value                Account Value                 Death Benefit                Death Benefit
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                          <C>                          <C>                           <C>    
       1977*                      $24,171                      $26,224                      $ 85,615                      $81,932
       1978                        21,713                       23,353                        81,932                       81,932
       1979                        23,835                       25,410                        81,932                       81,932
       1980                        29,920                       31,618                        93,868                       81,932
       1981                        46,298                       48,487                       139,540                       81,932
       1982                        43,575                       45,227                       126,201                       81,932
       1983                        49,898                       51,320                       138,888                       81,932
       1984                        63,970                       65,188                       171,147                       81,932
       1985                        62,235                       62,829                       160,066                       81,932
       1986                        83,742                       83,742                       207,077                       81,932
       1987                        98,819                       98,819                       237,244                       81,932
- ------------------------------------------------------------------------------------------------------------------------------------

<FN>
* Reflects net investment income credited at the assumed rate of 4% from January
  1, 1976 to January 12, 1976, and an actual rate of return for the Common Stock
  Division assuming the investment performance of the Trust's Common Stock
  Portfolio was the same as our pre-Reorganization Separate Account I starting
  January 13, 1976. Net annual premiums under variable life policies were first
  put into our pre-Reorganization Separate Account I on January 13, 1976.
</FN>
</TABLE>

Remember, this example of past investment performance is for a specific age,
sex, premium amount and policy anniversary. Also, the policy described in this
prospectus was not available in 1976. The benefits illustrated under this policy
are calculated on the policy anniversary and do not represent the average net
investment performance of our pre-Reorganization Separate Account I during the
policy year. Past investment performance should not be deemed a representation
of future investment experience of the Division or investment performance of the
Trust.

The difference between the Account Value and the Cash Surrender Value is the
contingent deferred sales load.

This example assumes that the net single premium and related Account Values and
Cash Surrender Values are 100% in the Common Stock Division for the entire
period.

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

                                       7
<PAGE>


- --------------------------------------------------------------------------------
ILLUSTRATION OF VARIATIONS OF THE
DEATH BENEFIT, THE ACCOUNT VALUE
AND THE CASH SURRENDER VALUE IN
RELATION TO INVESTMENT EXPERIENCE
OF THE MONEY MARKET DIVISION

The following example shows how the net return of the Money Market Division
would have affected the Death Benefits, Account Values and Cash Surrender Values
of a single premium policy dated January 1, 1982. Assume a single premium of
$25,000 and that the insured was a 40 year old male on January 1, 1982.

- --------------------------------------------------------------------------------
                  SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                              ($81,932 Face Amount)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                    Cash                                                                              Guaranteed
Policy Anniversary on          Surrender                                                                                 Minimum
January 1 in Year:                 Value                Account Value                 Death Benefit                Death Benefit
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                          <C>                          <C>                           <C>    
       1983                      $25,074                      $27,204                      $ 88,814                      $81,932
       1984                       27,305                       29,366                        92,864                       81,932
       1985                       30,227                       32,225                        98,726                       81,932
       1986                       32,674                       34,527                       102,505                       81,932
       1987                       34,784                       36,429                       104,839                       81,932
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

This example reflects Money Market Division investment experience assuming the
investment performance of the Trust's Money Market Portfolio was the same as our
pre-Reorganization Separate Account II starting January 1, 1982. Net premiums
under variable life policies were first put into our pre-Reorganization Separate
Account II on August 21, 1981.

Remember, this example of past investment performance is for a specific age,
sex, premium amount and policy anniversary. Also, the policy described in this
prospectus was not available in 1982. The benefits illustrated under this policy
are calculated on the policy anniversary and do not represent the average net
investment performance of our pre-Reorganization Separate Account II during the
policy year. Past investment performance should not be deemed a representation
of future investment experience of the Division or future investment performance
of the Trust.

The difference between the Account Value and the Cash Surrender Value is the
contingent deferred sales load.

This example assumes that the net premium and related Account Values and Cash
Surrender Values are 100% in the Money Market Division for the entire period.

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

                                       8
<PAGE>


- --------------------------------------------------------------------------------
PART 2 -- DETAILED INFORMATION

- --------------------------------------------------------------------------------
GENERAL INFORMATION
ABOUT US

We are Equitable Variable. We were organized in 1972 in New York State as a
stock life insurance company and are authorized to sell life insurance and
annuities there. We also are authorized to sell life insurance and annuities in
other jurisdictions. In January of 1976 we began selling periodic premium
variable life policies, and two years later, in January of 1978, we began
selling fixed annuity contracts.

In 1983 we began selling a form of fixed life insurance policy, the Equitable
Life Account. In 1983 we also began selling single premium variable life
policies. In 1986 we began selling an individual flexible premium variable life
policy designed to provide insurance coverage with flexibility in death benefits
and premium payments. We also sell two types of term insurance policies, fixed
single premium life insurance policies and universal life insurance policies. At
the end of 1986 we had approximately $9.7 billion face amount of variable life
insurance in force and $47.1 billion of fixed life insurance in force (and about
$1.9 billion of fixed annuity payment obligations).

Policy owners who have our variable life policies on a single premium basis, as
well as on a periodic premium basis, have monies placed in our Separate Account.

Our financial statements including those of our continuing Separate Account are
in Part 3.

- --------------------------------------------------------------------------------
EQUITABLE

Equitable is a New York mutual life insurance company that has its home office
at 787 Seventh Avenue, New York, N.Y. 10019.

Equitable has been in business since 1859. Equitable's total assets make it the
third largest life insurance company in the United States. At December 31, 1986
these assets were approximately $55 billion. Equitable is also one of the
largest managers of retirement fund assets. At December 31, 1986, Equitable and
its subsidiaries were managing pension fund assets of $66.2 billion and total
assets of $102.7 billion. These assets include amounts in our General Account,
Equitable's General Account and separate accounts, and other accounts managed by
Equitable and Equitable Capital.

On December 31, 1986, Equitable Capital was managing approximately $30 billion
in assets. Equitable Capital acts as an investment adviser to various separate
accounts and general accounts of Equitable and other affiliated insurance
companies. Equitable Capital also provides management and consulting services to
mutual funds, endowment funds, insurance companies, foreign entities, and
non-tax-qualified corporate funds, pension and profit-sharing plans, foundations
and tax-exempt organizations.

Between the time we were organized and the end of December 1986, Equitable
invested over $570 million in us. This money has been used to help us meet
operational costs and policy reserve requirements.

Equitable probably will invest more money in us in the future although it has no
legal obligation to do so. Its assets do not back benefits that may be paid
under the policy discussed in this prospectus.

In December, 1984, Equitable acquired Donaldson, Lufkin & Jenrette, Inc. (DLJ).
A DLJ subsidiary, Donaldson, Lufkin & Jenrette Securities Corporation, is one of
the nation's largest investment banking and securities firms. Another DLJ
subsidiary, Autranet, Inc., is a securities broker that markets independently
originated research to institutions. Through the Pershing Division of Donaldson,
Lufkin & Jenrette Securities Corporation, DLJ supplies correspondent services,
including order execution, securities clearance and other centralized financial
services, to approximately 300 independent regional securities firms and 100
banks. To the extent permitted by law, Equitable, Equitable Variable and their
separate accounts and affiliated companies, several of which are registered
investment companies (including the Trust), may engage in securities and other
transactions with the various entities mentioned in the preceding paragraph or
may invest in shares of investment companies with which those entities have
affiliations.

- --------------------------------------------------------------------------------
REGULATION

We are regulated and supervised by the New York State Insurance Department. In
addition, we are subject to insurance laws and regulations in every jurisdiction
where we sell our policies. We submit annual reports on our operations and
finances to insurance officials in these jurisdictions. The officials are
responsible for reviewing our reports to be sure we are financially sound and
that we are complying with applicable laws and regulations.

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

                                       9
<PAGE>


- --------------------------------------------------------------------------------
Our single premium variable life policy has been approved in 50 states and the
Virgin Islands.

We are also subject to various Federal securities laws and regulations.

- --------------------------------------------------------------------------------
THE TRUST

The Hudson River Trust currently issues six series or classes of shares, each of
which represents an interest in one of the Trust's Portfolios. Shares of the
Aggressive Stock, High Yield, Common Stock, Balanced and Money Market Portfolios
are purchased and redeemed by the corresponding Separate Account Division. The
Global Portfolio is not available for investment under SP-1. The Trust sells and
redeems its shares at net asset value. It does not impose a sales charge.

The Trust serves as an investment medium for variable life policies issued by us
and by insurers affiliated or unaffiliated with Equitable. We currently do not
foresee any disadvantages to our policy owners arising out of this. However, the
Trust's Board of Trustees intends to monitor events in order to identify any
material irreconcilable conflicts that possibly may arise and to determine what
action, if any, should be taken in response. If we believe that the Trust's
response to any of those events insufficiently protects our policy owners, we
will see to it that appropriate action is taken to protect our policy owners.
Also, if we ever believe that any of the Trust's Portfolios is so large as to
materially impair the investment performance of a Portfolio or the Trust, we
will examine other investment options.

The Trust's shares will be sold only to separate accounts of insurance
companies. Since we are the only insurance company now investing in the Trust,
we are currently in control of the Trust. We owned approximately $475 million
worth of the Trust's shares as of December 31, 1986, and will continue to
control the Trust at least until other insurance companies, selling significant
amounts of variable insurance products, have made substantial investments in
Trust shares.

The Trust's address is 787 Seventh Avenue, New York, New York 10019. The
custodian of the securities and other assets of the Trust is The Chase Manhattan
Bank, N.A.

The Trust, its investment objectives and policies, its risks, expenses,
organization and other aspects of its operations are described in more detail in
its prospectus, which is attached to this prospectus, and in a Statement of
Additional Information which may be obtained free of charge by written request
to the Trust at 787 Seventh Avenue, New York, New York 10019. Please carefully
read the Trust's prospectus.

- --------------------------------------------------------------------------------
PREDECESSORS OF THE TRUST

Pursuant to a Plan of Reorganization (Reorganization) approved at a meeting of
our policy owners held on February 14, 1985, effective as of March 22, 1985, we
restructured our Separate Accounts I and II into one separate account in unit
investment trust form. To accomplish this restructuring, we converted our then
existing Separate Account I, a Common Stock Account, and Separate Account II, a
Money Market Account, into our continuing Separate Account I with two investment
divisions: the Common Stock Division and the Money Market Division. On March 22,
1985, all of the assets and related liabilities of our former Separate Accounts
I and II were transferred to the Common Stock and Money Market Portfolios of The
Hudson River Fund, Inc. respectively, in exchange for shares in the Portfolios,
and we ceased to be an investment adviser of our continuing Separate Account.
The Reorganization did not change the policy values of then outstanding
policies.

On September 30, 1987, pursuant to an Agreement and Plan of Reorganization
approved by policyowners, The Hudson River Fund, Inc., a Maryland corporation,
was reorganized as a Massachusetts business trust and its name was changed to
The Hudson River Trust. Refer to the Prospectus for the Trust for further
information.

- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVES OF
THE PORTFOLIOS

Each Portfolio of the Trust has a different investment objective which it tries
to achieve by following separate investment policies. The objectives and
policies of each Portfolio will affect its return and its risks. The policies
and objectives of the Portfolios available for investment under SP-1 are as
follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio                           Investment Policy                                   Objective
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                                 <C>
HIGH YIELD                          Primarily a diversified mix of high yield,          High return by maximizing current income
                                    fixed income securities involving greater           and, to the extent consistent with that
                                    volatility of price and risk of principal           objective, capital appreciation
                                    and income than high quality fixed income
                                    securities

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

                                       10
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio                           Investment Policy                                   Objective
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                                 <C>
AGGRESSIVE STOCK                    Primarily common stocks and other equity-type       Long-term growth of capital
                                    securities issued by medium and smaller sized
                                    companies with strong growth potential

COMMON STOCK                        Primarily common stock and other equity-type        Long-term growth of capital and increasing
                                    instruments                                         income

BALANCED                            Common stocks, publicly-traded debt                 High return through a combination of
                                    securities and high quality money market            current income and capital appreciation
                                    instruments

MONEY MARKET                        Primarily high quality short-term money             High level of current income while
                                    market instruments                                  preserving assets and maintaining liquidity

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

There is no guarantee that these objectives will be achieved.

- --------------------------------------------------------------------------------
THE TRUST'S INVESTMENT
ADVISER

The Trust is advised by Equitable Capital, a wholly-owned subsidiary of
Equitable. Equitable Capital is registered with the SEC as an investment adviser
under the Investment Advisers Act of 1940. Equitable Capital's address is 1285
Avenue of the Americas, New York, New York 10019.

We make a daily credit to the values of the divisions of the Separate Account to
offset completely the effect on such values of the portion of the Trust's
investment advisory fees which exceed a 0.25% effective annual rate and all
other Trust expenses except (a) all brokers' commissions, transfer taxes and
other fees and expenses for services relating to purchases and sales of
Portfolio investments and (b) any Trust income tax liabilities. Equitable
Capital provides services pursuant to an investment advisory agreement for a fee
based on the following maximum effective annual percentages of the average daily
value of the aggregate net assets of each of the Portfolios. These annual
percentages for the Portfolios corresponding to the Divisions available for
investment under SP-1 are: 0.40% for the Common Stock, Balanced and Money Market
Portfolios, 0.50% for the Aggressive Stock Portfolio and 0.55% for the High
Yield Portfolio.

- --------------------------------------------------------------------------------
DEDUCTIONS FROM PREMIUM

The amount of premium for a standard mortality risk policy put into the Separate
Account's Divisions is the total single premium minus a $200 administrative
charge and a charge for state premium taxes. This is the net single premium that
is then put into the Separate Account. We do this as of the date of your
application if the application and the premium are received at our Regional
Service Center within 10 days after you sign the application. If the application
and the premium are received more than 10 days from the date you sign the
application, the net single premium will be put into the Separate Account when
received.

A summary of the charges against the single premium follows.

- --------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSE CHARGE

We charge $200 for administrative expenses. These include:

o  processing applications;
o  establishing policy records;
o  conducting medical examinations;
o  determining insurability;
o  processing claims, paying Cash Surrender Values, and making policy changes;
o  record keeping;
o  communicating with policy owners; and
o  other expenses and overhead.

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

                                       11
<PAGE>


- --------------------------------------------------------------------------------
STATE PREMIUM TAX CHARGE

We deduct an amount from your single premium to cover state and local premium
taxes payable by us. These taxes vary from state to state and also vary in some
areas by municipalities and counties. Taxes currently range up to 4%.

- --------------------------------------------------------------------------------
EXAMPLE OF DEDUCTIONS FROM
PREMIUM

The following (using the policies shown in the ILLUSTRATIONS OF DEATH BENEFITS,
ACCOUNT VALUES AND CASH SURRENDER VALUES, AND ACCUMULATED PREMIUM) shows what
amount of net single premium would be put into the Separate Account at the start
of the first policy year. A policy's actual Account Value and Cash Surrender
Value are related to the policy's net single premium.

- --------------------------------------------------------------------------------
                               NET SINGLE PREMIUMS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
         State               Male or Female                Male or Female               Male or Female               Male or Female
       Premium                  Issue Age 5                  Issue Age 25                 Issue Age 40                 Issue Age 55
           Tax             ($10,000 Premium)             ($20,000 Premium)            ($25,000 Premium)            ($50,000 Premium)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                          <C>                          <C>                          <C>
          0%                         $9,800                       $19,800                      $24,800                      $49,800
          1%                          9,700                        19,600                       24,550                       49,300
          2%                          9,600                        19,400                       24,300                       48,800
          3%                          9,500                        19,200                       24,050                       48,300
          4%                          9,400                        19,000                       23,800                       47,800
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

There is no sales load deducted from the single premium. There will never be a
sales load deducted unless you surrender your policy for its Cash Surrender
Value in the first 10 policy years or exchange your policy for a fixed life
policy. See CONTINGENT DEFERRED SALES LOAD.

To the extent sales expenses are not covered by the sales loads, we will recover
them from funds other than premium deductions.

- --------------------------------------------------------------------------------
CONTINGENT DEFERRED
SALES LOAD

There is a difference between the Account Value and the Cash Surrender Value of
our policy in the first ten policy years. This difference is a contingent
deferred sales load against your Account Value decreasing from between 8% and 9%
in the first policy year to zero in the 10th policy year. The initial percentage
depends on the insured's age and sex. The percentage decreases evenly over the
first 10 policy years. This charge is designed to recover expenses of
distributing policies which are terminated by surrender in their early years. It
will never be greater than 9% of your single premium.

We charge the contingent deferred sales load if you surrender your policy in the
first ten years and receive its net Cash Surrender Value.

Since the loan value of the policy is based on the amount of Cash Surrender
Value rather than on the Account Value, the contingent deferred sales load has
the effect of reducing the amount available for a policy owner to borrow under a
policy.

The contingent deferred sales load is not imposed on Account Value transfers
between Divisions, Separate Account investment experience, Death Benefits or
exchanges to fixed benefit policies.

- --------------------------------------------------------------------------------
OUR SEPARATE ACCOUNT
AND ITS DIVISIONS

Our Separate Account is registered with the SEC as a unit investment trust,
which is a type of investment company. This does not involve any supervision by
the SEC of the management or investment policy or practices of the Separate
Account. For state law purposes the Separate Account is treated as a part of us.

After making certain deductions from premiums, we put your net premium in one or
more Divisions of our Separate Account. You decide in which Divisions your
policy's net premium will be put. (Also, you have certain voting privileges with
respect to the Trust shares held in the Divisions. See YOUR VOTING PRIVILEGES.)
Each Division invests in shares of a corresponding investment Portfolio of the
Trust. The Separate Account also invests income or capital gains dividends
received from the Trust in shares of the Trust.

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

                                       12
<PAGE>


- --------------------------------------------------------------------------------
The Separate Account purchases and redeems shares of the Trust at their net
asset value per share. The Separate Account's assets are allocated among the
Divisions in accordance with the allocations of the net premium invested in the
Separate Account and the earnings on those assets. Also, liabilities of the
Separate Account will be allocated to the Division to which they relate. Accrued
liabilities that are not allocable to one Division will be allocated to the
Divisions in proportion to their relative net assets. In the unlikely event that
any Division incurred liabilities in excess of its assets, the other Divisions
could be liable for such excess.

Each Portfolio has a different investment policy (see THE TRUST). You should
keep in mind that the investment experience of the Separate Account and the
Divisions depends on the investment performance of the Trust and the
corresponding Portfolios. Also, values of SP-1 policies are increased to
compensate policy owners for their share of Trust expenses in excess of the sum
of (1) expenses for brokers' commissions, transfer taxes and other fees relating
to purchases and sale of Portfolio investments, (2) fees for advisory services
at an annual rate equivalent to 0.25% of the average daily value of the
aggregate net assets of the Portfolios and (3) Trust income taxes, if any.

The Common Stock Division of our Separate Account superseded our
pre-Reorganization Separate Account I, which was established on June 28, 1973.
The Money Market Division of our Separate Account superseded our
pre-Reorganization Separate Account II, which was established on December 12,
1980. Both pre-Reorganization Separate Accounts were established under the
insurance law of New York State as separate investment accounts. Assets that
were used to provide money to pay benefits under our variable life policies were
allocated to the pre-Reorganization Separate Accounts from time to time. As a
result of the Reorganization, those assets and additional assets to be received
from premiums under in-force policies and future policies, will be allocated to
the Separate Account Divisions from time to time and used to provide money to
pay benefits under our variable life policies.

Any increase or decrease in a policy's Death Benefit, Account Value or Cash
Surrender Value will reflect the investment experience of the Division where you
have Account Value, which in turn will depend upon the investment performance of
the corresponding Portfolio of the Trust. (It will not be affected by the
experience of the other Divisions unless you have Account Value in other
Separate Account Divisions.)

- --------------------------------------------------------------------------------
HOW WE SUPPORT THE OPERATIONS
OF A POLICY

We support the operations of a policy by putting the net single premium (which
is the single premium less the charges described under DEDUCTIONS FROM PREMIUM)
into the Separate Account Division or Divisions as the policy owner chooses. We
do this when the policy is issued.

Once the net single premium is placed into the Divisions we charge for the cost
of insurance based on the attained sex and age for the amount at risk. The
amount at risk on policy anniversaries is the Death Benefit payable less the
Account Value in the Divisions (adjusted for any loans). The cost of insurance
deducted from the amount in the Divisions is based on the 1980 Commissioners'
Standard Ordinary Mortality Table, and generally increases with attained age.
The cost of insurance differs in each year because, based on this mortality
table, the probability of death generally increases with attained age and the
amount at risk is different year by year. The dollar amount of the cost of
insurance also depends on investment experience of the Divisions in which a
policy participates.

- --------------------------------------------------------------------------------
SEPARATE ACCOUNT ASSETS ARE OUR
PROPERTY

The assets of the Separate Account are our property. However, New York Insurance
Law provides that the portion of Separate Account's assets that relates to
variable life policies may not be used to satisfy any obligations that may arise
out of any other business we conduct, although under certain circumstances one
Division could be liable for claims arising out of the other Divisions'
operations.

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

                                       13
<PAGE>


- --------------------------------------------------------------------------------
We permit money from charges owed to us to stay in the Divisions and accumulate.
These accumulated amounts are in excess of each Division's net assets attributed
to variable life policies. These amounts belong to us.

There probably will be more assets in the Separate Account than those that apply
to our variable life policies. We expect to transfer part or all of the excess
to our General Account. These transfers will be in cash, but before we make them
we will consider whether the transfer could have any adverse effect on the
Separate Account. In 1986 we made no such transfer to our General Account.

- --------------------------------------------------------------------------------
CHARGES AGAINST THE
SEPARATE ACCOUNT

The amount in the Separate Account Divisions in which your policy participates
is further decreased (after the following charges) by the cost of your insurance
protection. See HOW WE SUPPORT THE OPERATIONS OF A POLICY.

- --------------------------------------------------------------------------------
CHARGES FOR MORTALITY AND
EXPENSE RISKS

We charge the Separate Account for the mortality and expense risks we assume.
The charge is made daily at an effective annual rate of 0.50% of the value of
each Division's assets that are attributable to variable life policies.

The mortality risk we assume is that insureds may live for shorter periods of
time than we estimated. If this occurs, we have to pay a greater amount of death
benefits than we expected in relation to the premiums we received.

The expense risk we assume is that our costs of issuing and administering
policies may be more than we estimated.

The money we collect from this charge may exceed the amount needed to cover
benefits and expenses and would be our gain.

- --------------------------------------------------------------------------------
OTHER CHARGES

The Separate Account purchases shares of the Trust at their net asset value. The
net asset value of those shares reflects management fees and other expenses
already deducted from the assets of the Trust that are briefly described under
THE TRUST. More detailed information about the Trust is in its prospectus and
its Statement of Additional Information.

- --------------------------------------------------------------------------------
YOUR VOTING
PRIVILEGES
GENERAL

As we have already said, all assets held in the Divisions are invested in shares
of the corresponding Portfolios of the Trust. We are the legal owners of those
shares and as such have the right to vote upon certain matters at any meeting of
the Trust's shareholders that may be held. Among other things, we may vote on
any matters described in the Trust's prospectus or Statement of Additional
Information or requiring a vote by shareholders under the 1940 Act.

However, in accordance with our view of current Federal securities law
requirements, we will offer you the opportunity to instruct us as to how Trust
shares allocable to your policy and held by us in the Separate Account will be
voted on these matters. We will vote the shares of the Trust at meetings of
shareholders of the Trust in accordance with your instructions. Thus, you will
have the right to have a voice in the affairs of the Trust. Trust shares held in
each Division of the Separate Account for which no timely instructions from
policy owners are received will be voted by us in the same proportion as shares
in that Division for which instructions are received. We will also vote any
Trust shares that we are entitled to vote directly due to amounts we have
accumulated in the Separate Account in the same proportions that all policy
owners vote, including those who participate in other separate accounts. See
YOUR VOTING PRIVILEGES -- VOTING INSTRUCTIONS OF OTHER SEPARATE ACCOUNT
PARTICIPANTS.

Each policy having a voting interest will be sent proxy material and a form for
giving voting instructions. If required by state insurance officials, we may
disregard voting instructions if those instructions would require shares to be
voted so as to cause a change in the investment objectives or policies of one or
more of the Trust's Portfolios, or to approve or disapprove an investment policy
or investment adviser of one or more of the Trust's Portfolios. In addition, we
may disregard voting instructions in favor of changes initiated by a policy
owner or the Trust's Board of

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

                                       14
<PAGE>


- --------------------------------------------------------------------------------
Trustees in the investment policy or the investment adviser of a Portfolio,
provided that our disapproval of the change is reasonable and is based on a good
faith determination that the change would be contrary to state law, the proposed
advisory fee would be higher than we are permitted to pay by the terms of our
variable life policies, or the charge would lead to an adverse effect on our
general account because it would result in unsound or overly speculative
investments. We will advise policy owners if we do disregard voting
instructions, and give our reasons for such actions in the next semiannual
report we send to policy owners.

All Trust shares of whatever class are entitled to one vote, and the votes of
all classes are cast on an aggregate basis, except on matters where the
interests of the Portfolios differ. In such a case, the voting is on a
Portfolio-by-Portfolio basis. Approval or disapproval by the shareholders in one
Portfolio on such a matter would not generally be a prerequisite of approval or
disapproval by shareholders in another Portfolio; and shareholders in a
Portfolio not affected by a matter generally would not be entitled to vote on
that matter. Examples of matters which would require a Portfolio-by-Portfolio
vote are changes in the fundamental investment policy or restrictions of a
particular Portfolio and approval of the investment advisory agreement.

- --------------------------------------------------------------------------------
VOTING INSTRUCTIONS OF OTHER
SEPARATE ACCOUNT PARTICIPANTS

Net premiums for our individual flexible premium variable life policy and
premiums from our variable life insurance policy with additional premium option
are invested in our Separate Account FP, which, in turn, invests in the Trust.
In addition, Trust shares are held by other separate accounts established by us
and other insurance companies affiliated and unaffiliated with us. We expect
that those shares will be voted through those separate accounts in accordance
with instructions of their participants. This will dilute the effect of the
voting instructions of policy owners whose net premiums are invested in the
Separate Account.

- --------------------------------------------------------------------------------
DETERMINING THE TRUST PORTFOLIO
FOR WHICH YOU CAN GIVE VOTING
INSTRUCTIONS

If all your Account Value is in one Division, you can participate in the voting
only for the shares in the Trust Portfolio that corresponds to that Division. If
your Account Value is divided among the Divisions, you are entitled to
participate in the voting of the shares of the Trust Portfolios that correspond
to each Division in which you have Account value.

The number of Trust shares held in each Division attributable to your policy for
purposes of your voting privilege will be determined by dividing your policy's
Account Value (less any policy indebtedness) allocable to that Division by the
net asset value of one share of the corresponding Trust Portfolio as of the
record date for the Trust's shareholder meeting. The record date for this
purpose will not be more than 90 days before the meeting of the Trust.
Fractional shares are counted.

EXAMPLE: Your policy has an Account Value of $3,000, 50% of which is
attributable to the Common Stock Division and 50% of which is attributable to
the Money Market Division. Assuming the net asset value of one share in each
Trust Portfolio is $100, you would have the privilege of voting 30 shares. You
will have the privilege of instructing us regarding 15 votes in each Division.

EXAMPLE (ASSUMING AN OUTSTANDING LOAN): Your policy has an Account Value of
$3,000, which entitles you to 30 votes. If you have a $1,000 loan (including
interest due) equally allocated between each Division, you would be entitled to
10 votes in each Division, or an aggregate of 10 fewer votes.

- --------------------------------------------------------------------------------
LAW CHANGES MAY AFFECT
YOUR VOTING PRIVILEGES

Our Separate Account is required by Federal securities laws or regulations as
currently interpreted to have policy owners instruct us as to the Trust's voting
rights. However, if amendments to or interpretations of those laws or
regulations change what must be voted on, or restrict the matters for which
policy owners are given the opportunity to provide voting instructions, we will
in turn change what is submitted to policy owners.

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

                                       15
<PAGE>


- --------------------------------------------------------------------------------
OUR RIGHTS

We reserve the right to take certain actions in connection with our operations
and the operations of the Separate Account. We will always attempt to comply
with applicable laws before we take any of these actions. If necessary, we will
seek approval by policy owners.

Specifically we reserve the right to:

o  add Divisions to or remove Divisions from the Separate Account;

o  combine any two or more Divisions within the Separate Account;

o  transfer assets of the variable life policy offered by this prospectus, as
   well as the assets of our other variable life policies, from one Division to
   another (if we do, we will withdraw proportional amounts of each investment
   in the Division, but we will also make whatever adjustments are needed to
   avoid odd lots and fractions);

o  operate the Separate Account as a management investment company under the
   1940 Act, or in any other form the law allows (if we do, we may invest the
   assets in any legal investments and we or one of our affiliates, such as
   Equitable Capital, will serve as investment adviser);

o  end the registration of the Separate Account under the 1940 Act; or

o  operate the Separate Account under the general supervision of a Committee
   made up of individuals all of whom may be, under the 1940 Act, interested
   persons of us or of Equitable or discharge such Committee.

- --------------------------------------------------------------------------------
SUBSTITUTION OF TRUST SHARES

Although we believe it to be highly unlikely, it is possible that, in our
judgment, one or more of the Portfolios of the Trust may become unsuitable for
investment by the Separate Account because, for example, of a change in the
investment policy, or a change in the tax laws, or because the shares are no
longer available for investment. For those or other reasons, we may seek to
substitute the shares of another Portfolio or of an entirely different mutual
fund. Before we can do this, we would obtain the approval of the SEC, and
possibly one or more state insurance departments, to the extent legally
required.

- --------------------------------------------------------------------------------
DEATH BENEFITS UNDER
OUR POLICIES

The Death Benefit is the amount payable to the named beneficiary when the
insured dies. All or part of the Death Benefit can be paid in cash or applied
under one or more of our payment options described under PAYMENT OPTIONS.

The Death Benefit will at least equal the guaranteed minimum of insurance.
Whether the Death Benefit is higher than the guaranteed minimum depends on the
investment experience of the Divisions in which a policy participates. See the
ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES AND CASH SURRENDER VALUES, AND
ACCUMULATED PREMIUM.

The Death Benefit is the higher of the guaranteed minimum Death Benefit, plus
the sum (if positive) of the variable adjustment amounts (determined annually)
in the Divisions in which you have Account Value, or the insurance coverage that
can be purchased by the Account Value at the date of death.

The amount of Death Benefit actually paid to the insured's beneficiary will be
adjusted as of the date of the insured's death to reflect:

o  any policy loans together with accrued interest;

o  the insured's suicide within 2 years after the policy's date of issue. See
   LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY; and

o  any material misstatement in the application for insurance, including a
   misstatement of the insured's age or sex. See LIMITS ON OUR RIGHT TO
   CHALLENGE THE POLICY.

Interest will be paid from the date of death to the date the Death Benefit is
paid at the annual rate that we are paying under the deposit option described in
PAYMENT OPTIONS.

If you sign an application and send us money, and if the person proposed to be
insured dies between the application date and the date we act on the
application, we have a special rule. Should we decide the proposed insured was
insurable and accept the application, we will pay the initial face amount to the
proposed beneficiary.

- --------------------------------------------------------------------------------
THE GUARANTEED MINIMUM DEATH
BENEFIT

The guaranteed minimum Death Benefit equals a policy's initial face amount
regardless of the investment experience of the Divisions in which a policy
participates.

- --------------------------------------------------------------------------------
                                       16
<PAGE>


- --------------------------------------------------------------------------------
THE VARIABLE ADJUSTMENT AMOUNT

The variable adjustment amount for each Division is the amount of the Death
Benefit that results from all past investment experience of that Division. In
the first policy year, the variable adjustment amount in each Division is zero.
After that, the variable adjustment amount is the amount of insurance purchased
by the difference between the actual rate of return and 4%. Therefore, a
Division's variable adjustment amount will not change in any year that the
Division's gross return minus the charges to the Division results in a net
return of 4%. If the net return is more than 4%, that variable adjustment amount
will increase. The variable adjustment amount will increase because additional
amounts of paid-up life insurance are purchased. If the net return is less than
4%, it will decrease. The variable adjustment amount will decrease because these
additional amounts of paid-up life insurance are lost. The rates at which these
additional amounts of paid-up life insurance are purchased or lost are based on
sex and attained age and are guaranteed.

The percentage change in the Death Benefit for any year is not the same as the
net return for the preceding year and it is not necessarily related to current
or future rates of inflation. The Death Benefit is equal to the guaranteed
minimum Death Benefit plus the sum (if positive) of the variable adjustment
amounts for each Division in which you have funds. However, even if the sum of
the variable adjustment amounts is negative, the Death Benefit will never be
less than the guaranteed minimum.

In any year that the sum of the variable adjustment amounts increases (and is
positive), the Death Benefit will increase. If the sum of the variable
adjustment amounts is negative, investment experience can not increase the Death
Benefit above the guaranteed minimum until it has increased the variable
adjustment amount of at least one Division so that the sum is positive. In any
year that the sum of the variable adjustment amounts for the Divisions in which
the policy participates decreases, the Death Benefit will decrease, unless it is
already at the guaranteed minimum.

The variable adjustment amount for each Division is set on each policy
anniversary. Once set, it remains the same for the following policy year. If it
is set above the guaranteed minimum, we will be responsible for keeping it at
that level until the next policy anniversary. You will bear the risk that it
could drop on the next policy anniversary (but not below the guaranteed
minimum). In addition, if the Account Value at the date of death, considered as
a single premium, can buy more Death Benefit than what was calculated at the
beginning of the policy year, this increased Death Benefit will be paid.

There is no guarantee that a Division's investment experience, which will
reflect the investment performance of the corresponding Portfolio of the Trust,
will be sufficient to result in an increase in Death Benefits. However, the
historical pattern of stock performance has been one of long-range growth, and
money market investments in recent years have returned more than 4%.

THE VARIABLE ADJUSTMENT AMOUNT IS CUMULATIVE. Increases and decreases in the
variable adjustment amount are carried into each succeeding year. The variable
adjustment amount for a Division can be positive or negative. If it is positive,
good investment experience will produce a larger variable adjustment amount. If
it is negative, good investment experience must first offset the current
negative variable adjustment amount before there can be a positive amount.

EXAMPLE: You were a 40 year old male when your policy was issued. Assume a
hypothetical gross annual investment return of 0% for the first 4 policy years.
This results in a negative variable adjustment amount. A net return of
approximately 25.4% in the 5th policy year would offset the cumulative negative
variable adjustment amount so that it would equal zero. Any net return above
that would produce a positive variable adjustment amount. On the other hand, the
negative variable adjustment amount may be offset over a number of years. Thus,
if the gross return in the 5th policy year were 8%, (equivalent to 7.19% net), a
gross return of 8% in each of the 6 following policy years would be required to
produce a positive variable adjustment amount by the 12th policy year.

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

                                       17
<PAGE>


- --------------------------------------------------------------------------------
For a given net return, the greater the Account Value in a Division, the greater
the effect of investment experience on the variable adjustment amount.
Therefore, in later policy years, when your total Account Value may be greater,
investment experience may have a greater effect on the Death Benefit.

- --------------------------------------------------------------------------------
THE DEATH BENEFIT
BASED ON ACCOUNT
VALUE

If the Account Value increases at an annual rate of more than 4% between the
beginning of the policy year and the date of death, the Death Benefit will be
greater than the amount determined at the beginning of the policy year. This is
because we see how much insurance the Account Value would buy if it were
considered as a single premium.

- --------------------------------------------------------------------------------
NET RETURN

The Death Benefit based on a Division's net return is set on each policy
anniversary. The net return depends on the investment experience of the Division
from the first day of that policy year to the first day of the next policy year.
It takes into account investment income, capital gains and capital losses
(whether realized or unrealized), with respect to Trust shares owned by the
Division and gains resulting from the reimbursement by us to the Division of
amounts corresponding to certain Trust expenses. The charges against the
Division are then deducted to determine the net return. The net return on a date
during a policy year depends on the investment experience of the Division from
the first day of that policy year to that date and can affect Account Values,
Cash Surrender Values and Death Benefits.

The net return of each Division is determined at the close of trading on each
day in which the degree of trading in the corresponding Portfolio of the Trust
might materially affect the net return of that Division. We call this a
"business day". Normally this would be each day that the New York Stock Exchange
is open. However, because we are closed on Martin Luther King Day and the Friday
after Thanksgiving Day, no determination will be made on those days.

The assets of each Division are valued by multiplying the number of Trust shares
in each Division by the net asset value of such shares and is adjusted by the
charge for mortality and expense risks. See the financial statements for the
Separate Account in this prospectus.

The net return for a policy year is not the same as for a calendar year unless
the policy anniversary is January 1.

A statement of the method we use to calculate net return is an exhibit to the
Registration Statement we filed with the SEC. It will be furnished on request.

- --------------------------------------------------------------------------------
HOW THE DEATH BENEFIT VARIES
FROM THE GUARANTEED MINIMUM

The following example shows how the Death Benefit varies from the guaranteed
minimum as a result of investment experience. Assume that the insured was a 40
year old male when the policy was issued, and the hypothetical gross annual
return for each of the first 6 policy years was 8% for each Division or their
combination (which is equal to a net return of 7.19%). Use the amounts from the
ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES AND CASH SURRENDER VALUES, AND
ACCUMULATED PREMIUM.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                           Variable
                                               Guaranteed                Adjustment                 Death
                                                  Minimum  +                 Amount  =            Benefit
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                               <C>                       <C>                   <C>    
End of policy year 5                              $81,932                   $13,468               $95,400
Increase                                               --                     2,951                 2,951  (3.1% increase)
- ------------------------------------------------------------------------------------------------------------------------------------
End of policy year 6                              $81,932                   $16,419               $98,351
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

If the gross annual return was 0% (equal to a net return of -.75%), the Death
Benefit at the end of policy year 6 would have been $91,006 (a 4.6% decrease).
This reflects a decrease in the variable adjustment amount of $4,394.

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

                                       18
<PAGE>


- --------------------------------------------------------------------------------
ACCOUNT VALUES, CASH
SURRENDER VALUES AND
LOAN PRIVILEGES UNDER
OUR POLICIES
HOW WE DETERMINE ACCOUNT VALUE

When your policy is issued, your total Account Value is your total single
premium net of deductions. See DEDUCTIONS FROM PREMIUM. On dates other than at
issue, the total Account Value is the sum of the funds allocated to each
Division. The funds in each Division, on any date other than a policy
anniversary, are the sum of (1) the portion of the tabular Account Value for
that date attributable to that Division, (2) the aggregate net single premium on
that date for the variable adjustment amount, (3) adjustments to reflect
investment experience of the Division from the last policy anniversary to that
date and (4) adjustments to reflect charges to the Separate Account, cost of
insurance charges and transfers to and from that Division from the last policy
anniversary to that date. The tabular Account Value is what the Account Value
for the policy would be if each Division in which you had funds had a constant
net investment return of 4% a year. On each policy anniversary, the policy's net
investment return in excess of 4% per year is used as a net single premium to
purchase additional paid up variable life insurance (see THE VARIABLE ADJUSTMENT
AMOUNT and NET RETURN). The net single premium is the one time net cost for your
sex and attained age to purchase one dollar of Death Benefit, as specified in
your policy. On each policy anniversary, the process begins again.

- --------------------------------------------------------------------------------
HOW WE DETERMINE CASH
SURRENDER VALUE

Account Value minus any contingent deferred sales load equals Cash Surrender
Value. The policy's Cash Surrender Value will vary daily with investment
experience. Cash Surrender Value is the same as Account Value except in the
first ten years of the policy. During the first ten policy years the Cash
Surrender Value on any date will equal the product of the Account Value on that
date and the tabular cash value (which is stated in your policy) divided by the
tabular Account Value for that date. After the tenth policy year, the Cash
Surrender Value will equal the Account Value. The difference between the Cash
Surrender Value and the Account Value is a contingent deferred sales load.
See CONTINGENT DEFERRED SALES LOAD.

- --------------------------------------------------------------------------------
THERE IS NO GUARANTEED MINIMUM
ACCOUNT VALUE OR CASH SURRENDER
VALUE

Daily increases or decreases in Account Value or Cash Surrender Value depend on
the investment experience of the Divisions. There is no guaranteed minimum
Account Value or Cash Surrender Value.

- --------------------------------------------------------------------------------
RETURNING THE POLICY FOR CASH

During the insured's lifetime, and subject to our rules, your policy can be
returned for payment of the Cash Surrender Value net of any indebtedness. The
amount payable will be based on the net Cash Surrender Value next computed after
we receive your signed request for payment of the Cash Surrender Value at your
Regional Service Center, accompanied by your policy. The insurance coverage will
end on the date you send us the policy and your request.

SPLITTING THE POLICY. You can request to split your policy into two policies. In
addition, you may return one for cash. Any policy that continues will be based
on the new initial face amount.

If you split a policy, each continued policy must have a face amount that is at
least equal to what the face amount of the $2,500 premium policy would be at the
time of the split. This face amount will also be based on the same age and sex
as the original policy.

These are our current procedures, which may change.

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

                                       19
<PAGE>


- --------------------------------------------------------------------------------
INCOME TAX WITHHOLDING

Federal tax law requires us to withhold income tax from any portion of your
surrender proceeds that is subject to tax, unless you request us not to
withhold.

If you surrender your policy and do not advise us in writing that you do not
want us to withhold Federal income tax before the date payment must be made, we
are required by law to withhold tax from the surrender payment.

If you elect not to have tax withheld from the surrender payment, or if the
amount of Federal income tax withheld is insufficient, you may be responsible
for payment of tax. You may incur penalties under the estimated tax rules if
your withholding and estimated tax payments are not sufficient. You may wish to
consult your tax adviser.

- --------------------------------------------------------------------------------
YOU CAN TRANSFER ACCOUNT VALUE
AMONG DIVISIONS

You may transfer Account Value among the Divisions by contacting our regional
Life Insurance Center. You can request to transfer part or all of your Account
Value among the Divisions. You may do this up to four times in a policy year. A
transfer will go into effect on the day we receive your request. We reallocate
loans if you transfer Account Value.

- --------------------------------------------------------------------------------
WHEN A DIVISION
BECOMES INACTIVE

If you have a policy loan allocated to a Division and your Account Value less
your loan (including accrued loan interest) in that Division reaches zero, that
Division will become inactive for your policy. We will reallocate the loan to
the other Divisions based on the proportion that your Account Value in each
Division has to your total Account Value. A Division will also become inactive
for your policy if you transfer its entire Account Value to the other Divisions.

We will notify you when a Division becomes inactive.

If a Division becomes inactive, the future variable adjustment amount, Account
Value and net return will be affected. You may transfer Account Value into an
inactive Division from the other Divisions. See YOU CAN TRANSFER ACCOUNT VALUE
AMONG DIVISIONS.

- --------------------------------------------------------------------------------
TAKING A POLICY LOAN

You may borrow up to 90% of your policy's Cash Surrender Value (net of previous
loans) using the policy as security. We will not grant a loan that is not at
least $100 more than any outstanding loan with accrued interest.

Borrowing money against your policy will have a permanent effect on your
policy's Account Value and Cash Surrender Value, and the amount by which the
Death Benefit may increase above the guaranteed minimum. This effect remains
even though the loan is repaid in whole or in part.

Whenever the loan with accrued interest from one Division equals or exceeds the
Account Value in that Division, that Division will become inactive for your
policy. We will transfer the total Account Value and loan allocation to the
other Divisions. See WHEN A DIVISION BECOMES INACTIVE.

IF LOANS EXCEED THE CASH SURRENDER VALUE OF YOUR POLICY. Whenever the loan with
accrued interest exceeds the Cash Surrender Value of your policy, we will send a
notice to you and to anyone to whom you told us you assigned the policy. The
policy will end 31 days after we send the notice unless you make a repayment
during the 31-day period that is large enough to reduce your outstanding loan
with accrued interest to below the total Cash Surrender Value of your policy.

If you borrow the maximum of 90% of your policy's Cash Surrender Value, you
increase your risk of having your policy end. This might happen if the
combination of policy loan interest as it builds up, the cost of insurance,
asset charges against the Separate Account, and investment experience of the
Divisions where you have Cash Surrender Value uses up the remaining 10%.

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

                                       20
<PAGE>


- --------------------------------------------------------------------------------
INTEREST. Interest on loans is 5% a year. Interest is charged daily and is
payable by the policy owner on each anniversary. However, if it is not paid, it
will be compounded on the policy anniversary because it will be added to the
loan principal. This unpaid interest is transferred out of each Division where
you have your loan into our general account. This interest is not deductible for
Federal income tax purposes.

REPAYMENT. You can repay all or part of any outstanding loan with accrued
interest at any time while the policy is in effect and the insured is alive.
Your repayment, whether full or partial, will be allocated to the Divisions in
proportion to the loan allocation to each Division at the time of repayment.

The amount of any outstanding loan with accrued interest will be deducted from
the Death Benefit or Cash Surrender Value proceeds.

WHAT DIVISION WE CHARGE LOANS AGAINST. We allocate a loan based on the net Cash
Surrender Value in each Division on the date the loan is made. We reallocate
loans if you transfer Account Value.

THE PERMANENT EFFECT OF A LOAN. When you take out a loan, we transfer part of
the Cash Surrender Value equal to the amount of the loan from the Divisions to
our general account. In addition, unpaid interest on the policy loan will be
transferred to our general account from time to time. The amount taken out of
the Divisions will not be affected by the Divisions' investment experience while
the loan is outstanding. Since the amount is not in the Divisions, it cannot
contribute to any possible increase in your policy's Death Benefit, Account
Value or Cash Surrender Value.

We will credit your policy with a 4% annual return on any amount transferred to
our general account as a result of your policy loan. This can protect Cash
Surrender Value and Death Benefits from decreasing if investment experience is
below 4%. It will also prevent them from increasing if investment experience is
above 4%.

EXAMPLE: You were a 40 year old male when your policy was issued, and you have a
Single Premium Variable Life Insurance policy. Use the illustration on page 25
and assume an 8% hypothetical gross annual investment return for each Division
or their combination (which is a net return of 7.19%). If you take a loan for
$22,000 at the end of the 9th policy year, it will affect the Death Benefit,
Account Value, and Cash Surrender Value (before subtracting the amount of the
loan with loan interest) in the 10th policy year as follows:

- --------------------------------------------------------------------------------
                          Without Loan         With Loan
- --------------------------------------------------------------------------------
Death Benefit                 $111,106          $109,370
Account Value                   44,931            44,229
Cash Surrender Value            44,931            44,229
- --------------------------------------------------------------------------------

The difference results from the transfer of the portion of the Cash Surrender
Value equal to the loan from the Division to the general account. The return on
the amount transferred is reduced to 4% a year, rather than the Division's net
return of 7.19%.

See DEATH BENEFITS UNDER OUR POLICIES for adjustments that are made as of the
date of the insured's death.

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

                                       21
<PAGE>


- --------------------------------------------------------------------------------
ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES AND CASH SURRENDER VALUES, AND
ACCUMULATED PREMIUM

To help you get a picture of how the key financial elements of our policy work,
we have prepared a series of tables.

The tables show how Death Benefits, Account Values and Cash Surrender Values of
policies with single premiums of $10,000, $20,000, $25,000 and $50,000 could
vary over an extended period of time if the Divisions had CONSTANT hypothetical
gross annual investment returns of 0%, 4%, 8%, and 12% over the years covered by
each table. The Death Benefits, Account Values and Cash Surrender Values would
differ from those shown in the tables if the annual investment returns did not
remain absolutely constant. Thus, the figures would be different if the return
AVERAGED 0%, 4%, 8%, or 12% over a period of years but went above or below
those figures in individual policy years. The Death Benefits, Account Values and
Cash Surrender Values would also differ, depending on the investment allocations
made to the Divisions, if the actual investment experience averaged 0%, 4%, 8%,
or 12%, but went above or below those figures for individual Divisions. The
difference between the Account Value and the Cash Surrender Value in the first
ten years is the contingent deferred sales load.

The amounts of Death Benefits, Account Values and Cash Surrender Values shown in
the tables for the end of each policy year take into account a daily charge
against each Division that is equivalent to an annual charge of 0.75% at the
beginning of each year. This charge is the 0.50% charge against the Separate
Account for mortality and expense risks and the effect on each Division's
investment experience of the charge to the Trust assets for investment advisory
services (equivalent to an annual rate of 0.25% of the aggregate average daily
net assets of the Portfolios). The effect of these adjustments is that on a 0%
actual rate of return the return would be -0.75%, on 4% it would be 3.22%, on 8%
it would be 7.19% and on 12% it would be 11.16%.

The hypothetical returns shown in the tables do not reflect any charges for
Trust expenses in addition to the 0.25% investment advisory fee charge, because
the Divisions in general will be reimbursed for their share of such expenses, as
previously discussed under THE SEPARATE ACCOUNT, ITS INVESTMENTS AND ITS
INVESTMENT EXPERIENCE and THE TRUST.

The tables reflect the fact that we do not currently charge the Divisions for
Federal income tax. However, if we do make such a charge in the future, it would
take a higher rate of return to produce after-tax returns of 0%, 4%, 8%, and 12%
than it does now.

The second and third columns of each table show what would happen if an amount
equal to the total premium were invested to earn interest, after taxes, of 4% or
5% compounded annually. These tables show that if a policy is returned in its
very early years for payment of its Cash Surrender Value, the Cash Surrender
Value will be low in comparison to the premium accumulated with interest. This
means that the cost of owning your policy for a relatively short time will be
high.

If you request, we will furnish you with a comparable illustration based on the
proposed insured's sex, age and an initial face amount or premium amount of your
choice. In addition, if you do purchase a policy, we will deliver a specific
illustration that reflects your actual premium paid.

We have also prepared special illustrations showing the effects of policy loans
on a planned basis. These are available on request.

- --------------------------------------------------------------------------------
TABLE OF CONTENTS
OF ILLUSTRATIONS

                                                             Page
                                                             ----
$10,000 Single premium Male Age 5                              23
$20,000 Single premium Male Age 25                             24
$25,000 Single premium Male Age 40                             25
$50,000 Single premium Male Age 55                             26
$10,000 Single premium Female Age 5                            27
$20,000 Single premium Female Age 25                           28
$25,000 Single premium Female Age 40                           29
$50,000 Single premium Female Age 55                           30

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

                                       22
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                  SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

INITIAL FACE AMOUNT $98,654         MALE AGE 5         SINGLE PREMIUM $10,000(1)

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

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                          DEATH BENEFIT(2)
                                   PREMIUM ACCUMULATED                               ASSUMING HYPOTHETICAL GROSS
      END OF                    AT INTEREST PER ANNUM OF                             ANNUAL INVESTMENT RETURN OF
      POLICY                   ---------------------------            --------------------------------------------------------------
       YEAR                       4%                  5%                 0%              4%               8%                12%
      ------                   --------            --------           -------         -------          --------          -----------
<S>                            <C>                 <C>                <C>             <C>              <C>               <C>
         1                     $ 10,400            $ 10,500           $98,654         $98,654          $101,705          $  105,501
         2                       10,816              11,025            98,654          98,654           104,848             112,820
         3                       11,249              11,576            98,654          98,654           108,087             120,642
         4                       11,699              12,155            98,654          98,654           111,423             128,999
         5                       12,167              12,763            98,654          98,654           114,861             137,934

         6                       12,653              13,401            98,654          98,654           118,404             147,482
         7                       13,159              14,071            98,654          98,654           122,056             157,694
         8                       13,686              14,775            98,654          98,654           125,823             168,616
         9                       14,233              15,513            98,654          98,654           129,708             180,303
        10                       14,802              16,289            98,654          98,654           133,716             192,810

        11                       15,395              17,103            98,654          98,654           137,853             206,196
        12                       16,010              17,959            98,654          98,654           142,120             220,524
        13                       16,651              18,856            98,654          98,654           146,523             235,857
        14                       17,317              19,799            98,654          98,654           151,063             252,260
        15                       18,009              20,789            98,654          98,654           155,745             269,806

        16                       18,730              21,829            98,654          98,654           160,570             288,570
        17                       19,479              22,920            98,654          98,654           165,544             308,634
        18                       20,258              24,066            98,654          98,654           170,669             330,082
        19                       21,068              25,270            98,654          98,654           175,951             353,011
        20                       21,911              26,533            98,654          98,654           181,394             377,520

   60 (Age 65)                  105,196             186,792            98,654          98,654           614,156           5,545,865
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                       ACCOUNT VALUE(2)                                                   CASH SURRENDER VALUE(2)
                 ASSUMING HYPOTHETICAL GROSS                                            ASSUMING HYPOTHETICAL GROSS
                 ANNUAL INVESTMENT RETURN OF                                            ANNUAL INVESTMENT RETURN OF
    ----------------------------------------------------------            ----------------------------------------------------------
      0%              4%              8%                12%                 0%             4%               8%                12%
    ------         -------         --------         ----------            ------         -------         --------         ----------
<S>                <C>             <C>              <C>                   <C>            <C>             <C>              <C>
    $9,447         $ 9,827         $ 10,208         $   10,590            $8,691         $ 9,041         $  9,392         $    9,743
     9,302          10,067           10,863             11,689             8,634           9,344           10,083             10,849
     9,165          10,320           11,567             12,910             8,585           9,666           10,834             12,093
     9,038          10,585           12,324             14,268             8,544          10,007           11,650             13,487
     8,915          10,862           13,135             15,773             8,505          10,363           12,533             15,049

     8,797          11,149           14,004             17,444             8,471          10,737           13,486             16,797
     8,680          11,443           14,930             19,288             8,436          11,123           14,511             18,748
     8,561          11,740           15,909             21,321             8,400          11,519           15,611             20,920
     8,436          12,037           16,943             23,552             8,356          11,923           16,783             23,329
     8,308          12,331           18,030             25,998             8,308          12,331           18,030             25,998

     8,173          12,620           19,169             28,673             8,173          12,620           19,169             28,673
     8,034          12,907           20,366             31,600             8,034          12,907           20,366             31,600
     7,892          13,191           21,622             34,805             7,892          13,191           21,622             34,805
     7,751          13,478           22,950             38,326             7,751          13,478           22,950             38,326
     7,611          13,770           24,358             42,198             7,611          13,770           24,358             42,198

     7,474          14,070           25,856             46,468             7,474          14,070           25,856             46,468
     7,342          14,380           27,453             51,183             7,342          14,380           27,453             51,183
     7,216          14,704           29,162             56,401             7,216          14,704           29,162             56,401
     7,096          15,042           30,990             62,175             7,096          15,042           30,990             62,175
     6,981          15,396           32,950             68,576             6,981          15,396           32,950             68,576

     3,509          37,715          370,342          3,344,211             3,509          37,715          370,342          3,344,211

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE ILLUSTRATION
TABLE ABOVE:]

<FN>
(1) Assumes a 2% premium tax.
(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       23
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                  SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

INITIAL FACE AMOUNT $106,799        MALE AGE 25        SINGLE PREMIUM $20,000(1)

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

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                           DEATH BENEFIT(2)
                                  PREMIUM ACCUMULATED                                 ASSUMING HYPOTHETICAL GROSS
      END OF                    AT INTEREST PER ANNUM OF                              ANNUAL INVESTMENT RETURN OF
      POLICY                   ---------------------------            --------------------------------------------------------------
       YEAR                       4%                 5%                  0%              4%                8%                12%
      ------                   -------            --------            --------        --------          --------         -----------
<S>                            <C>                <C>                 <C>             <C>               <C>              <C>
         1                     $20,800            $ 21,000            $106,799        $106,799          $110,101         $  114,209
         2                      21,632              22,050             106,799         106,799           113,503            122,131
         3                      22,497              23,153             106,799         106,799           117,010            130,598
         4                      23,397              24,310             106,799         106,799           120,623            139,649
         5                      24,333              25,526             106,799         106,799           124,347            149,326

         6                      25,306              26,802             106,799         106,799           128,185            159,671
         7                      26,319              28,142             106,799         106,799           132,141            170,733
         8                      27,371              29,549             106,799         106,799           136,218            182,560
         9                      28,466              31,027             106,799         106,799           140,422            195,206
        10                      29,605              32,578             106,799         106,799           144,756            208,727

        11                      30,789              34,207             106,799         106,799           149,223            223,187
        12                      32,021              35,917             106,799         106,799           153,830            238,649
        13                      33,301              37,713             106,799         106,799           158,578            255,185
        14                      34,634              39,599             106,799         106,799           163,475            272,870
        15                      36,019              41,579             106,799         106,799           168,523            291,784

        16                      37,460              43,658             106,799         106,799           173,728            312,014
        17                      38,958              45,840             106,799         106,799           179,096            333,653
        18                      40,516              48,132             106,799         106,799           184,631            356,799
        19                      42,137              50,539             106,799         106,799           190,339            381,557
        20                      43,822              53,066             106,799         106,799           196,225            408,040

   40 (Age 65)                  96,020             140,800             106,799         106,799           361,588          1,568,889
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                       ACCOUNT VALUE(2)                                                    CASH SURRENDER VALUE(2)
                 ASSUMING HYPOTHETICAL GROSS                                             ASSUMING HYPOTHETICAL GROSS
                 ANNUAL INVESTMENT RETURN OF                                             ANNUAL INVESTMENT RETURN OF
   ---------------------------------------------------------               ---------------------------------------------------------
      0%               4%             8%               12%                    0%              4%              8%              12%
   -------          -------        --------         --------               -------         -------         --------         --------
<S>                 <C>            <C>              <C>                    <C>             <C>             <C>              <C>
   $19,096          $19,866        $ 20,637         $ 21,407               $17,579         $18,288         $ 18,996         $ 19,705
    18,808           20,355          21,964           23,633                17,465          18,902           20,396           21,947
    18,530           20,863          23,384           26,099                17,363          19,549           21,910           24,455
    18,263           21,390          24,903           28,832                17,268          20,225           23,547           27,260
    18,005           21,936          26,527           31,857                17,180          20,932           25,313           30,398

    17,753           22,500          28,263           35,206                17,096          21,669           27,218           33,904
    17,506           23,081          30,115           38,910                17,017          22,436           29,273           37,822
    17,264           23,679          32,090           43,007                16,940          23,234           31,486           42,198
    17,026           24,292          34,195           47,536                16,864          24,061           33,871           47,085
    16,792           24,922          36,439           52,542                16,792          24,922           36,439           52,542

    16,558           25,565          38,826           58,070                16,558          25,565           38,826           58,070
    16,327           26,223          41,367           64,177                16,327          26,223           41,367           64,177
    16,096           26,895          44,068           70,915                16,096          26,895           44,068           70,915
    15,866           27,577          46,937           78,346                15,866          27,577           46,937           78,346
    15,636           28,271          49,981           86,540                15,636          28,271           49,981           86,540

    15,405           28,976          53,213           95,570                15,405          28,976           53,213           95,570
    15,172           29,690          56,635          105,511                15,172          29,690           56,635          105,511
    14,940           30,415          60,265          116,463                14,940          30,415           60,265          116,463
    14,707           31,147          64,112          128,519                14,707          31,147           64,112          128,519
    14,473           31,890          68,184          141,786                14,473          31,890           68,184          141,786

     9,750           47,521         218,040          946,055                 9,750          47,521          218,040          946,055

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE ILLUSTRATION
TABLE ABOVE:]

<FN>
(1) Assumes a 2% premium tax.
(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       24
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                  SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

INITIAL FACE AMOUNT $81,932        MALE AGE 40         SINGLE PREMIUM $25,000(1)

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

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                            DEATH BENEFIT(2)
                                  PREMIUM ACCUMULATED                                  ASSUMING HYPOTHETICAL GROSS
      END OF                    AT INTEREST PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
      POLICY                   ---------------------------            --------------------------------------------------------------
       YEAR                       4%                  5%                 0%              4%               8%                  12%
      ------                   -------             -------            -------         -------          --------            ---------
<S>                            <C>                 <C>                <C>             <C>              <C>                 <C>
         1                     $26,000             $26,250            $81,932         $81,932          $ 84,462            $ 87,612
         2                      27,040              27,563             81,932          81,932            87,072              93,688
         3                      28,122              28,941             81,932          81,932            89,763             100,187
         4                      29,246              30,388             81,932          81,932            92,538             107,139
         5                      30,416              31,907             81,932          81,932            95,400             114,575

         6                      31,633              33,502             81,932          81,932            98,351             122,530
         7                      32,898              35,178             81,932          81,932           101,394             131,039
         8                      34,214              36,936             81,932          81,932           104,532             140,142
         9                      35,583              38,783             81,932          81,932           107,769             149,879
        10                      37,006              40,722             81,932          81,932           111,106             160,296

        11                      38,486              42,758             81,932          81,932           114,547             171,440
        12                      40,026              44,896             81,932          81,932           118,096             183,362
        13                      41,627              47,141             81,932          81,932           121,757             196,118
        14                      43,292              49,498             81,932          81,932           125,532             209,767
        15                      45,024              51,973             81,932          81,932           129,427             224,373

        16                      46,825              54,572             81,932          81,932           133,444             240,002
        17                      48,697              57,300             81,932          81,932           137,587             256,729
        18                      50,645              60,165             81,932          81,932           141,861             274,628
        19                      52,671              63,174             81,932          81,932           146,269             293,783
        20                      54,778              66,332             81,932          81,932           150,817             314,282

   25 (Age 65)                  66,646              84,659             81,932          81,932           175,799             440,537
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                       ACCOUNT VALUE(2)                                                   CASH SURRENDER VALUE(2)
                  ASSUMING HYPOTHETICAL GROSS                                           ASSUMING HYPOTHETICAL GROSS
                  ANNUAL INVESTMENT RETURN OF                                           ANNUAL INVESTMENT RETURN OF
   ------------------------------------------------------------           ----------------------------------------------------------
      0%               4%              8%                 12%                0%              4%             8%                12%
   -------          -------        --------            --------           -------         -------        --------           --------
<S>                 <C>            <C>                 <C>                <C>             <C>            <C>                <C>
   $23,941          $24,906        $ 25,870            $ 26,836           $22,066         $22,956        $ 23,845           $ 24,734
    23,580           25,519          27,534              29,627            21,925          23,727          25,602             27,547
    23,219           26,142          29,299              32,702            21,779          24,520          27,483             30,674
    22,857           26,772          31,170              36,087            21,630          25,335          29,497             34,150
    22,494           27,410          33,149              39,812            21,478          26,172          31,652             38,014

    22,130           28,055          35,246              43,911            21,322          27,031          33,959             42,307
    21,767           28,708          37,466              48,420            21,164          27,912          36,427             47,078
    21,403           29,368          39,815              53,378            21,004          28,819          39,070             52,380
    21,040           30,036          42,301              58,830            20,842          29,752          41,901             58,274
    20,678           30,711          44,931              64,823            20,678          30,711          44,931             64,823

    20,316           31,393          47,712              71,410            20,316          31,393          47,712             71,410
    19,953           32,078          50,649              78,639            19,953          32,078          50,649             78,639
    19,589           32,767          53,747              86,572            19,589          32,767          53,747             86,572
    19,224           33,456          57,012              95,268            19,224          33,456          57,012             95,268
    18,856           34,144          60,447             104,791            18,856          34,144          60,447            104,791

    18,487           34,830          64,062             115,217            18,487          34,830          64,062            115,217
    18,115           35,514          67,863             126,629            18,115          35,514          67,863            126,629
    17,744           36,195          71,860             139,113            17,744          36,195          71,860            139,113
    17,373           36,875          76,063             152,773            17,373          36,875          76,063            152,773
    17,003           37,554          80,481             167,713            17,003          37,554          80,481            167,713

    15,154           40,845         106,009             265,648            15,154          40,845         106,009            265,648

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE ILLUSTRATION
TABLE ABOVE:]

<FN>
(1) Assumes a 2% premium tax.
(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       25
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                  SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

INITIAL FACE AMOUNT $104,488        MALE AGE 55        SINGLE PREMIUM $50,000(1)

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

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                            DEATH BENEFIT(2)
                                  PREMIUM ACCUMULATED                                  ASSUMING HYPOTHETICAL GROSS
      END OF                    AT INTEREST PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
      POLICY                  -----------------------------            -------------------------------------------------------------
       YEAR                      4%                   5%                  0%                4%               8%               12%
      ------                  --------             --------            --------          --------         --------         ---------
<S>                           <C>                  <C>                 <C>               <C>              <C>              <C>
         1                    $ 52,000             $ 52,500            $104,488          $104,488         $107,731         $111,766
         2                      54,080               55,125             104,488           104,488          111,075          119,556
         3                      56,243               57,881             104,488           104,488          114,526          127,892
         4                      58,493               60,775             104,488           104,488          118,085          136,812
         5                      60,833               63,814             104,488           104,488          121,755          146,358

         6                      63,266               67,005             104,488           104,488          125,542          156,575
         7                      65,797               70,355             104,488           104,488          129,448          167,509
         8                      68,428               73,873             104,488           104,488          133,478          179,213
         9                      71,166               77,566             104,488           104,488          137,635          191,742
        10                      74,012               81,445             104,488           104,488          141,925          205,154

        11                      76,973               85,517             104,488           104,488          146,351          219,513
        12                      80,052               89,793             104,488           104,488          150,917          234,886
        13                      83,254               94,282             104,488           104,488          155,628          251,344
        14                      86,584               98,997             104,488           104,488          160,489          268,965
        15                      90,047              103,946             104,488           104,488          165,504          287,831

        16                      93,649              109,144             104,488           104,488          170,679          308,029
        17                      97,395              114,601             104,488           104,488          176,018          329,657
        18                     101,291              120,331             104,488           104,488          181,529          352,820
        19                     105,342              126,348             104,488           104,488          187,216          377,630
        20                     109,556              132,665             104,488           104,488          193,086          404,206
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                      ACCOUNT VALUE(2)                                                    CASH SURRENDER VALUE(2)
                 ASSUMING HYPOTHETICAL GROSS                                            ASSUMING HYPOTHETICAL GROSS
                 ANNUAL INVESTMENT RETURN OF                                            ANNUAL INVESTMENT RETURN OF
   ----------------------------------------------------------             ----------------------------------------------------------
      0%              4%                8%              12%                  0%              4%              8%                12%
   -------         -------          --------         --------             -------         -------         --------          --------
<S>                <C>              <C>              <C>                  <C>             <C>             <C>               <C>
   $47,844         $49,781          $ 51,718         $ 53,655             $44,341         $46,136         $ 47,932          $ 49,727
    46,883          50,758            54,787           58,969              43,790          47,410           51,174            55,080
    45,921          51,732            58,012           64,783              43,232          48,703           54,617            60,991
    44,961          52,703            61,406           71,144              42,670          50,019           58,278            67,521
    44,003          53,673            64,973           78,102              42,103          51,356           62,169            74,731

    43,045          54,637            68,720           85,707              41,533          52,718           66,305            82,697
    42,089          55,593            72,651           94,013              40,960          54,100           70,700            91,488
    41,134          56,538            76,771          103,076              40,383          55,506           75,368           101,193
    40,177          57,467            81,079          112,953              39,802          56,931           80,323           111,899
    39,218          58,377            85,581          123,710              39,218          58,377           85,581           123,710

    38,258          59,266            90,282          135,415              38,258          59,266           90,282           135,415
    37,298          60,132            95,186          148,148              37,298          60,132           95,186           148,148
    36,343          60,981           100,307          161,999              36,343          60,981          100,307           161,999
    35,393          61,808           105,651          177,063              35,393          61,808          105,651           177,063
    34,451          62,617           111,229          193,439              34,451          62,617          111,229           193,439

    33,516          63,403           117,041          211,227              33,516          63,403          117,041           211,227
    32,586          64,160           123,087          230,526              32,586          64,160          123,087           230,526
    31,659          64,883           129,361          251,427              31,659          64,883          129,361           251,427
    30,735          65,563           135,852          274,023              30,735          65,563          135,852           274,023
    29,809          66,193           142,551          298,417              29,809          66,193          142,551           298,417

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE ILLUSTRATION
TABLE ABOVE:]

<FN>
(1) Assumes a 2% premium tax.
(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       26
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                  SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

INITIAL FACE AMOUNT $118,930        FEMALE AGE 5       SINGLE PREMIUM $10,000(1)

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

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                         DEATH BENEFIT(2)
                                 PREMIUM ACCUMULATED                                ASSUMING HYPOTHETICAL GROSS
      END OF                   AT INTEREST PER ANNUM OF                             ANNUAL INVESTMENT RETURN OF
      POLICY                 ----------------------------           ----------------------------------------------------------------
       YEAR                     4%                  5%                 0%               4%               8%                 12%
      ------                 --------            --------           --------         --------         --------          ------------
<S>                          <C>                 <C>                <C>              <C>              <C>               <C>
         1                   $ 10,400            $ 10,500           $118,930         $118,930         $122,609          $  127,188
         2                     10,816              11,025            118,930          118,930          126,401             136,014
         3                     11,249              11,576            118,930          118,930          130,308             145,450
         4                     11,699              12,155            118,930          118,930          134,333             155,535
         5                     12,167              12,763            118,930          118,930          138,482             166,316

         6                     12,653              13,401            118,930          118,930          142,757             177,839
         7                     13,159              14,071            118,930          118,930          147,163             190,160
         8                     13,686              14,775            118,930          118,930          151,707             203,335
         9                     14,233              15,513            118,930          118,930          156,389             217,423
        10                     14,802              16,289            118,930          118,930          161,217             232,491

        11                     15,395              17,103            118,930          118,930          166,196             248,605
        12                     16,010              17,959            118,930          118,930          171,328             265,837
        13                     16,651              18,856            118,930          118,930          176,620             284,267
        14                     17,317              19,799            118,930          118,930          182,075             303,974
        15                     18,009              20,789            118,930          118,930          187,698             325,047

        16                     18,730              21,829            118,930          118,930          193,495             347,578
        17                     19,479              22,920            118,930          118,930          199,470             371,670
        18                     20,258              24,066            118,930          118,930          205,629             397,428
        19                     21,068              25,270            118,930          118,930          211,978             424,969
        20                     21,911              26,533            118,930          118,930          218,521             454,413

   60 (Age 65)                105,196             186,792            118,930          118,930          738,965           6,658,114
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                        ACCOUNT VALUE(2)                                                  CASH SURRENDER VALUE(2)
                  ASSUMING HYPOTHETICAL GROSS                                           ASSUMING HYPOTHETICAL GROSS
                  ANNUAL INVESTMENT RETURN OF                                           ANNUAL INVESTMENT RETURN OF
    ----------------------------------------------------------            ----------------------------------------------------------
      0%              4%              8%                12%                 0%              4%              8%               12%
    ------         -------         --------         ----------            ------         -------         --------         ----------
<S>                <C>             <C>              <C>                   <C>            <C>             <C>              <C>
    $9,444         $ 9,824         $ 10,206         $   10,587            $8,690         $ 9,041         $  9,391         $    9,742
     9,295          10,061           10,857             11,682             8,629           9,340           10,079             10,845
     9,152          10,306           11,551             12,894             8,574           9,654           10,822             12,079
     9,017          10,562           12,298             14,239             8,524           9,985           11,626             13,461
     8,886          10,828           13,096             15,728             8,478          10,331           12,494             15,006

     8,761          11,105           13,951             17,380             8,436          10,694           13,434             16,737
     8,639          11,391           14,863             19,206             8,396          11,072           14,447             18,668
     8,517          11,683           15,835             21,224             8,357          11,463           15,538             20,825
     8,397          11,984           16,871             23,455             8,317          11,869           16,709             23,231
     8,277          12,287           17,969             25,913             8,277          12,287           17,969             25,913

     8,158          12,599           19,137             28,626             8,158          12,599           19,137             28,626
     8,040          12,916           20,379             31,621             8,040          12,916           20,379             31,621
     7,921          13,239           21,697             34,922             7,921          13,239           21,697             34,922
     7,806          13,571           23,103             38,571             7,806          13,571           23,103             38,571
     7,692          13,911           24,599             42,600             7,692          13,911           24,599             42,600

     7,580          14,262           26,195             47,054             7,580          14,262           26,195             47,054
     7,471          14,621           27,896             51,978             7,471          14,621           27,896             51,978
     7,364          14,992           29,711             57,424             7,364          14,992           29,711             57,424
     7,259          15,374           31,648             63,447             7,259          15,374           31,648             63,447
     7,157          15,767           33,715             70,111             7,157          15,767           33,715             70,111

     3,749          40,206          393,875          3,548,841             3,749          40,206          393,875          3,548,841

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE ILLUSTRATION
TABLE ABOVE:]

<FN>
(1) Assumes a 2% premium tax.
(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       27
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                  SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

INITIAL FACE AMOUNT $125,738       FEMALE AGE 25       SINGLE PREMIUM $20,000(1)

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

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                         DEATH BENEFIT(2)
                                  PREMIUM ACCUMULATED                               ASSUMING HYPOTHETICAL GROSS
      END OF                    AT INTEREST PER ANNUM OF                            ANNUAL INVESTMENT RETURN OF
      POLICY                   --------------------------           ----------------------------------------------------------------
       YEAR                       4%                 5%                0%               4%                8%                 12%
      ------                   -------            -------           --------         --------          --------          -----------
<S>                            <C>                <C>               <C>              <C>               <C>               <C>       
         1                     $20,800            $21,000           $125,738         $125,738          $129,619          $  134,449
         2                      21,632             22,050            125,738          125,738           133,620             143,763
         3                      22,497             23,153            125,738          125,738           137,743             153,722
         4                      23,397             24,310            125,738          125,738           141,994             164,369
         5                      24,333             25,526            125,738          125,738           146,376             175,754

         6                      25,306             26,802            125,738          125,738           150,893             187,926
         7                      26,319             28,142            125,738          125,738           155,549             200,943
         8                      27,371             29,549            125,738          125,738           160,348             214,858
         9                      28,466             31,027            125,738          125,738           165,296             229,738
        10                      29,605             32,578            125,738          125,738           170,396             245,649

        11                      30,789             34,207            125,738          125,738           175,654             262,661
        12                      32,021             35,917            125,738          125,738           181,075             280,854
        13                      33,301             37,713            125,738          125,738           186,664             300,312
        14                      34,634             39,599            125,738          125,738           192,426             321,121
        15                      36,019             41,579            125,738          125,738           198,369             343,377

        16                      37,460             43,658            125,738          125,738           204,496             367,185
        17                      38,958             45,840            125,738          125,738           210,814             392,650
        18                      40,516             48,132            125,738          125,738           217,330             419,889
        19                      42,137             50,539            125,738          125,738           224,050             449,025
        20                      43,822             53,066            125,738          125,738           230,978             480,190

   40 (Age 65)                  96,020            140,800            125,738          125,738           425,204           1,842,347
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                      ACCOUNT VALUE(2)                                                      CASH SURRENDER VALUE(2)
                 ASSUMING HYPOTHETICAL GROSS                                              ASSUMING HYPOTHETICAL GROSS
                 ANNUAL INVESTMENT RETURN OF                                              ANNUAL INVESTMENT RETURN OF
   --------------------------------------------------------                  -------------------------------------------------------
      0%              4%              8%              12%                       0%             4%             8%              12%
   -------         -------         --------        --------                  -------        -------        --------         --------
<S>                <C>             <C>             <C>                       <C>            <C>            <C>              <C>
   $19,128         $19,899         $ 20,668        $ 21,439                  $17,600        $18,308        $ 19,017         $ 19,725
    18,863          20,412           22,023          23,695                   17,512         18,951          20,446           21,999
    18,602          20,941           23,468          26,191                   17,427         19,617          21,985           24,535
    18,347          21,484           25,009          28,949                   17,345         20,311          23,643           27,369
    18,096          22,044           26,653          32,002                   17,266         21,032          25,430           30,534

    17,849          22,619           28,405          35,377                   17,188         21,781          27,354           34,067
    17,605          23,207           30,272          39,107                   17,111         22,557          29,425           38,011
    17,365          23,813           32,265          43,233                   17,038         23,364          31,657           42,418
    17,130          24,435           34,389          47,796                   16,968         24,204          34,063           47,344
    16,897          25,073           36,652          52,838                   16,897         25,073          36,652           52,838

    16,667          25,727           39,064          58,412                   16,667         25,727          39,064           58,412
    16,437          26,396           41,629          64,568                   16,437         26,396          41,629           64,568
    16,208          27,075           44,352          71,357                   16,208         27,075          44,352           71,357
    15,980          27,767           47,248          78,847                   15,980         27,767          47,248           78,847
    15,748          28,469           50,317          87,101                   15,748         28,469          50,317           87,101

    15,517          29,180           53,571          96,192                   15,517         29,180          53,571           96,192
    15,283          29,899           57,019         106,200                   15,283         29,899          57,019          106,200
    15,049          30,628           60,672         117,220                   15,049         30,628          60,672          117,220
    14,814          31,365           64,542         129,350                   14,814         31,365          64,542          129,350
    14,579          32,113           68,644         142,707                   14,579         32,113          68,644          142,707

    10,167          49,469          226,637         981,989                   10,167         49,469         226,637          981,989

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE ILLUSTRATION
TABLE ABOVE:]

<FN>
(1) Assumes a 2% premium tax.
(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       28
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                  SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

INITIAL FACE AMOUNT $95,798       FEMALE AGE 40        SINGLE PREMIUM $25,000(1)

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

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                             DEATH BENEFIT(2)
                                 PREMIUM ACCUMULATED                                    ASSUMING HYPOTHETICAL GROSS
      END OF                   AT INTEREST PER ANNUM OF                                 ANNUAL INVESTMENT RETURN OF
      POLICY                  ---------------------------                 ----------------------------------------------------------
       YEAR                      4%                  5%                      0%              4%              8%               12%
      ------                  -------             -------                 -------         -------         --------         ---------
<S>                           <C>                 <C>                     <C>             <C>             <C>              <C>
         1                    $26,000             $26,250                 $95,798         $95,798         $ 98,757         $102,439
         2                     27,040              27,563                  95,798          95,798          101,808          109,544
         3                     28,122              28,941                  95,798          95,798          104,955          117,143
         4                     29,246              30,388                  95,798          95,798          108,200          125,272
         5                     30,416              31,907                  95,798          95,798          111,546          133,966

         6                     31,633              33,502                  95,798          95,798          114,995          143,266
         7                     32,898              35,178                  95,798          95,798          118,552          153,213
         8                     34,214              36,936                  95,798          95,798          122,221          163,852
         9                     35,583              38,783                  95,798          95,798          126,003          175,233
        10                     37,006              40,722                  95,798          95,798          129,903          187,406

        11                     38,486              42,758                  95,798          95,798          133,924          200,428
        12                     40,026              44,896                  95,798          95,798          138,071          214,357
        13                     41,627              47,141                  95,798          95,798          142,348          229,258
        14                     43,292              49,498                  95,798          95,798          146,757          245,199
        15                     45,024              51,973                  95,798          95,798          151,305          262,252

        16                     46,825              54,572                  95,798          95,798          155,994          280,496
        17                     48,697              57,300                  95,798          95,798          160,830          300,012
        18                     50,645              60,165                  95,798          95,798          165,816          320,888
        19                     52,671              63,174                  95,798          95,798          170,957          343,218
        20                     54,778              66,332                  95,798          95,798          176,257          367,101

   25 (Age 65)                 66,646              84,659                  95,798          95,798          205,345          513,986
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                       ACCOUNT VALUE(2)                                                    CASH SURRENDER VALUE(2)
                  ASSUMING HYPOTHETICAL GROSS                                            ASSUMING HYPOTHETICAL GROSS
                  ANNUAL INVESTMENT RETURN OF                                            ANNUAL INVESTMENT RETURN OF
   ----------------------------------------------------------             ----------------------------------------------------------
      0%              4%               8%               12%                  0%              4%               8%              12%
   -------         -------          --------         --------             -------         -------          --------         --------
<S>                <C>              <C>              <C>                  <C>             <C>              <C>              <C>     
   $23,941         $24,906          $ 25,871         $ 26,835             $22,060         $22,949          $ 23,838         $ 24,726
    23,581          25,520            27,536           29,628              21,919          23,722            25,595           27,540
    23,219          26,142            29,300           32,702              21,773          24,514            27,475           30,666
    22,856          26,771            31,168           36,087              21,626          25,330            29,491           34,144
    22,494          27,410            33,150           39,813              21,475          26,168            31,647           38,008

    22,134          28,059            35,250           43,916              21,322          27,031            33,959           42,308
    21,774          28,718            37,478           48,435              21,169          27,920            36,436           47,090
    21,418          29,387            39,840           53,411              21,017          28,837            39,093           52,410
    21,062          30,067            42,341           58,885              20,862          29,782            41,941           58,328
    20,709          30,756            44,994           64,911              20,709          30,756            44,994           64,911

    20,357          31,454            47,801           71,539              20,357          31,454            47,801           71,539
    20,007          32,162            50,775           78,830              20,007          32,162            50,775           78,830
    19,657          32,877            53,921           86,843              19,657          32,877            53,921           86,843
    19,310          33,601            57,246           95,647              19,310          33,601            57,246           95,647
    18,962          34,331            60,764          105,320              18,962          34,331            60,764          105,320

    18,617          35,068            64,481          115,946              18,617          35,068            64,481          115,946
    18,275          35,816            68,417          127,624              18,275          35,816            68,417          127,624
    17,937          36,576            72,584          140,465              17,937          36,576            72,584          140,465
    17,604          37,350            77,002          154,592              17,604          37,350            77,002          154,592
    17,278          38,141            81,689          170,141              17,278          38,141            81,689          170,141

    15,686          42,225           109,451          273,960              15,686          42,225           109,451          273,960

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE ILLUSTRATION
TABLE ABOVE:]

<FN>
(1) Assumes a 2% premium tax.
(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       29
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                  SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

INITIAL FACE AMOUNT $121,514       FEMALE AGE 55       SINGLE PREMIUM $50,000(1)

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

[THE FOLLOWING TABLE APPEARED IN A LANDSCAPED FORMAT IN THE PRINTED PROSPECTUS
AND HAD TO BE BROKEN INTO TWO TABLES TO FIT THE EDGAR FORMAT:]

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                            DEATH BENEFIT(2)
                                   PREMIUM ACCUMULATED                                 ASSUMING HYPOTHETICAL GROSS
      END OF                    AT INTEREST PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
      POLICY                  ----------------------------             -------------------------------------------------------------
       YEAR                       4%                 5%                   0%                4%               8%               12%
      ------                  --------            --------             --------          --------         --------         ---------
<S>                           <C>                 <C>                  <C>               <C>              <C>              <C>     
         1                    $ 52,000            $ 52,500             $121,514          $121,514         $125,279         $129,967
         2                      54,080              55,125              121,514           121,514          129,163          139,010
         3                      56,243              57,881              121,514           121,514          133,167          148,683
         4                      58,493              60,775              121,514           121,514          137,296          159,030
         5                      60,833              63,814              121,514           121,514          141,552          170,096

         6                      63,266              67,005              121,514           121,514          145,941          181,934
         7                      65,797              70,355              121,514           121,514          150,467          194,597
         8                      68,428              73,873              121,514           121,514          155,134          208,144
         9                      71,166              77,566              121,514           121,514          159,948          222,641
        10                      74,012              81,445              121,514           121,514          164,915          238,155

        11                      76,973              85,517              121,514           121,514          170,038          254,758
        12                      80,052              89,793              121,514           121,514          175,321          272,526
        13                      83,254              94,282              121,514           121,514          180,771          291,541
        14                      86,584              98,997              121,514           121,514          186,391          311,887
        15                      90,047             103,946              121,514           121,514          192,187          333,658

        16                      93,649             109,144              121,514           121,514          198,166          356,954
        17                      97,395             114,601              121,514           121,514          204,333          381,886
        18                     101,291             120,331              121,514           121,514          210,695          408,575
        19                     105,342             126,348              121,514           121,514          217,260          437,149
        20                     109,556             132,665              121,514           121,514          224,035          467,746
</TABLE>

[THE LEFT HALF OF THE ILLUSTRATION TABLE (ABOVE) AND THE RIGHT HALF (BELOW)
APPEARED SIDE-BY-SIDE IN THE PRINTED PROSPECTUS:]

<TABLE>
<CAPTION>
                      ACCOUNT VALUE(2)                                                     CASH SURRENDER VALUE(2)
                 ASSUMING HYPOTHETICAL GROSS                                             ASSUMING HYPOTHETICAL GROSS
                 ANNUAL INVESTMENT RETURN OF                                             ANNUAL INVESTMENT RETURN OF
   --------------------------------------------------------                 --------------------------------------------------------
      0%              4%              8%              12%                      0%             4%              8%              12%
   -------         -------         --------        --------                 -------        -------         --------         --------
<S>                <C>             <C>             <C>                      <C>            <C>             <C>              <C>     
   $47,910         $49,848         $ 51,785        $ 53,723                 $44,282        $46,072         $ 47,863         $ 49,654
    47,030          50,911           54,946          59,134                  43,822         47,439           51,198           55,102
    46,160          51,990           58,292          65,084                  43,371         48,849           54,770           61,151
    45,305          53,091           61,840          71,630                  42,928         50,305           58,596           67,872
    44,465          54,215           65,605          78,834                  42,494         51,812           62,696           75,338

    43,638          55,359           69,593          86,757                  42,070         53,368           67,092           83,639
    42,821          56,519           73,816          95,465                  41,650         54,974           71,796           92,853
    42,006          57,688           78,273         105,019                  41,228         56,620           76,823          103,075
    41,189          58,857           82,967         115,486                  40,801         58,303           82,185          114,399
    40,368          60,021           87,902         126,939                  40,368         60,021           87,902          126,939

    39,543          61,176           93,084         139,462                  39,543         61,176           93,084          139,462
    38,718          62,329           98,532         153,162                  38,718         62,329           98,532          153,162
    37,895          63,477          104,261         168,149                  37,895         63,477          104,261          168,149
    37,081          64,634          110,300         184,565                  37,081         64,634          110,300          184,565
    36,276          65,797          116,663         202,540                  36,276         65,797          116,663          202,540

    35,479          66,965          123,364         222,215                  35,479         66,965          123,364          222,215
    34,686          68,125          130,401         243,712                  34,686         68,125          130,401          243,712
    33,891          69,270          137,770         267,159                  33,891         69,270          137,770          267,159
    33,090          70,382          145,452         292,662                  33,090         70,382          145,452          292,662
    32,280          71,453          153,439         320,354                  32,280         71,453          153,439          320,354

[THE FOOTNOTES BELOW APPLY TO BOTH THE LEFT AND RIGHT HALVES OF THE ILLUSTRATION
TABLE ABOVE:]

<FN>
(1) Assumes a 2% premium tax.
(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT
FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY
AVERAGED 0%, 4%, 8% OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED ABOVE OR
BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT, ACCOUNT VALUE
AND CASH SURRENDER  VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM THOSE SHOWN,
DEPENDING ON THE INVESTMENT  ALLOCATIONS MADE TO THE INVESTMENT DIVISIONS OF THE
SEPARATE ACCOUNT AND THE DIFFERENT RATES OF RETURN OF THE TRUST  PORTFOLIOS,  IF
THE ACTUAL RATES OF INVESTMENT  RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 4%,
8% OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL  DIVISIONS.  NO
REPRESENTATIONS  CAN BE MADE THAT  THESE  HYPOTHETICAL  RATES OF  RETURN  CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

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

                                       30
<PAGE>


- --------------------------------------------------------------------------------
YOU WILL RECEIVE
PERIODIC REPORTS

As a policy owner, you will receive an annual statement about your policy giving
you the status as of the first day of the current policy year of:

o  the Death Benefit;

o  the Account Value and Cash Surrender Value; and

o  your outstanding loans.

Notice will also be sent to you for policy issuance, transfers of funds between
Divisions and certain other policy transactions.

You will receive a billing notice each year showing accrued interest for the
past policy year if you have a policy loan outstanding.

We will also send you semiannual reports with financial information on the
Separate Account and the Trust (including a list of the investments held by each
Portfolio in which the Divisions invest) as required by the 1940 Act.

- --------------------------------------------------------------------------------
THE IMPACT OF TAXES
POLICY PROCEEDS

The Tax Reform Act of 1984 (1984 Act) includes a definition of life insurance
for tax purposes. Our variable life policy meets the statutory definition of
life insurance and hence will receive the same Federal income tax treatment as
fixed benefit life insurance. Thus, (a) the Death Benefit under our policy will
be excludable from the gross income of the beneficiary under Section 101(a)(1)
of the Internal Revenue Code (Code) and (b) the policy owner will not be deemed
to be in constructive receipt of the Cash Surrender Value under the policy until
the policy is actually surrendered. Only then would the owner be taxed on any
increase in Cash Surrender Value due to investment experience.

In general, if you return your policy for its Cash Surrender Value, you will not
be taxed on the amount you receive, except for the portion which exceeds the
premium you have paid.

A split of the policy into two policies followed by a return of one for cash, or
an exchange referred to under CANCELLATION AND EXCHANGE RIGHTS, may result in
taxable income to the policy owner depending on the circumstances. We suggest
you consult your tax adviser.

The 1984 Act also gives the Secretary of the Treasury authority to set standards
for diversification of the investments underlying variable life policies in
order for such policies to be treated as life insurance. On September 15, 1986,
Treasury issued temporary regulations regarding the diversification
requirements. Failure to meet the diversification requirements would disqualify
SP-1 as a variable life insurance policy under Section 7702 of the Code. If this
were to occur, you would be taxed on the amount in your Policy Account that
exceeds the premiums you have paid. We believe that the investments underlying
SP-1 are in compliance with the requirements. We do not anticipate any problems
with the investments continuing to meet the requirements.

We also believe that loans received under the policies will be treated as
indebtedness of an owner, and that no part of any loan under a policy will
constitute income to the owner. (However, interest on policy loans is not
deductible.)

The individual situation of each policy owner or beneficiary will determine how
ownership or receipt of policy proceeds will be treated for purposes of Federal
estate tax as well as state and local estate, inheritance and other taxes.

See the Prospectus for the Trust for a discussion of the Trust's tax aspects,
including the diversification requirements.

- --------------------------------------------------------------------------------
OUR INCOME TAXES

Under the life insurance company tax provisions of the Code, as amended by the
1984 Act, variable life insurance is treated in a manner consistent with fixed
life insurance. The operations of the Separate Account are included in the
Federal income tax return of Equitable Variable. Under current tax law,
Equitable Variable pays no tax on investment income and capital gains reflected
in variable life insurance policy reserves. Consequently, no charge is currently
being made to either Division of the Separate Account for our Federal income
taxes. We reserve the right, however, to make such a charge in the future, if
the law changes and we incur Federal income tax

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

                                       31
<PAGE>


- --------------------------------------------------------------------------------
which is attributable to the Separate Account. If such a charge is made, it
would be set aside as a provision for taxes which we would keep in the affected
Division rather than in our general account. We anticipate that our variable
life policy owners will benefit from any investment earnings that are not needed
to maintain this provision. We may have to pay state and local taxes (in
addition to premium taxes) in several states. At present, these taxes are not
substantial. If they increase, however, charges may be made for such taxes when
they are attributable to the Separate Account.

- --------------------------------------------------------------------------------
GENERAL PROVISIONS OF
OUR POLICY

This section of the prospectus describes the general provisions of our policy
and is subject to the terms of the policy you buy. You may review a copy of our
policy upon request.

The minimum single premium for this policy is $2,500. The policy may be issued
to age 75. The policy is issued only on a standard risk basis. Before issuing
any policy, we require satisfactory evidence of insurability.

You will handle all business connected with your policy at your regional Life
Insurance Center shown on page 3 of your policy.

- --------------------------------------------------------------------------------
PREMIUM

Your premium is a single premium payment that must accompany your signed
application for the policy.

YOU CAN CHOOSE THE DIVISION OR DIVISIONS WHERE YOUR NET SINGLE PREMIUM WILL BE
PUT. You can decide how your net single premium will be applied to the
Divisions. You can put the whole net single premium in one Division or a
percentage in more than one Division. Percentages cannot be fractions and must
add up to 100.

You will make your decision on the application for your policy.

HOW WE USE THE PREMIUM. The single premium is used to cover expenses and to pay
Death Benefits.

We make no charge to cover the possibility that, at an insured's death, the
guaranteed minimum will be more than what would have been payable, based on the
investment experience of the Divisions, if there were no guaranteed minimum
Death Benefit. If the net premium exceeds what is needed to meet Death Benefits
over the years, the excess contributes to our profits.

CHANGES IN PREMIUM RATES. Congress and the legislatures of various states have
from time to time considered legislation that would require premium rates to be
the same for males and females of the same age and risk class.

ILLUSTRATION OF PREMIUM RATES. Premiums are based on actuarial estimates of
Death Benefits, Account Values, Cash Surrender Value benefits, expenses,
investment experience, and amounts contributed to our surplus.

The following table shows premium rates for certain face amounts. The rates per
$1,000 differ for different face amounts only because of our $200 administrative
fee, which is constant.

- --------------------------------------------------------------------------------
                    PREMIUMS PER $1,000 INITIAL FACE AMOUNT*

    Age at        $10,000 Initial        $25,000 Initial         $50,000 Initial
     Issue            Face Amount            Face Amount             Face Amount
- --------------------------------------------------------------------------------
     Age 5
      Male                $119.70                $107.46                 $103.38
    Female                 102.78                  90.53                   86.45

    Age 25
      Male                 205.77                 193.52                  189.44
    Female                 177.85                 165.60                  161.52

    Age 40
      Male                 323.05                 310.81                  306.72
    Female                 279.24                 267.00                  262.92

    Age 55
      Male                 496.98                 484.73                  480.65
    Female                 430.20                 417.96                  413.88
- --------------------------------------------------------------------------------

*Assuming a 2% state premium tax.

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

                                       32
<PAGE>


- --------------------------------------------------------------------------------
CANCELLATION RIGHT

You have a limited right to return your policy to your regional Life Insurance
Center with a written request for cancellation. We will give you a full refund
(guaranteed by Equitable) of the single premium paid if your request and policy
are postmarked by the latest of the following:

o  10 days after you receive your policy; or

o  10 days after we mail a written Notice of Withdrawal Right; or

o  45 days after Part 1 of the policy application was signed.

- --------------------------------------------------------------------------------
EXCHANGING OUR POLICY FOR FIXED
WHOLE LIFE INSURANCE

You may exchange your single premium variable life policy for a fixed whole life
single premium policy on the life of the insured (benefits will be as described
in the single premium fixed life policy). The fixed policy will be issued by
Equitable. You have this right for 24 months from the date your policy is
issued. The exchange will be effective when we receive your request, accompanied
by your policy and an application for the fixed policy.

We will not require evidence of the insured's insurability before an exchange.
The new policy's face amount will be the same as the initial face amount of the
variable life policy. It will also have the same register date and date of
issue. The new policy will be based on premiums for the same sex and age.

Any policy loan with accrued interest must be repaid before the exchange. The
exchange is also subject to limits described in the policy.

CASH ADJUSTMENT ON EXCHANGE. There will be a cash adjustment on exchange. The
adjustment will reflect the difference in premiums between the two policies. The
cash adjustment will also reflect the market performance of the variable life
policy.

The difference in premium will be payable by the owner. This amount, however,
will be adjusted. It will be decreased by the excess, if any, of the total Cash
Surrender Value over the tabular Cash Surrender Value of the policy or will be
increased by the excess, if any, of the tabular Cash Surrender Value over the
total Cash Surrender Value of the policy. We have filed a description of the
method we use to calculate the adjustment with the appropriate state insurance
officials.

You may choose, instead, Equitable Variable's single premium fixed life policy,
SP Plus. If you choose SP Plus, we will advise you of the cash adjustment and
how it is calculated.

- --------------------------------------------------------------------------------
PAYMENT OPTIONS

The Death Benefit proceeds or Cash Surrender Value proceeds (net of loans) of
the policy offered by this prospectus can be paid in a lump sum. Or you may
choose to apply all or part of the proceeds under one of our payment options. A
combination of options can be used if we agree. Proceeds applied under an option
will no longer be affected by investment experience.

For an option to be used, the proceeds to be applied must be at least $2,500. If
no option is chosen at the insured's death, the beneficiary can choose an
option. The following options are available, subject to limits described in the
policy.

DEPOSIT OPTION. Proceeds are left on deposit with us. We will pay interest on
the proceeds of at least 3% a year, or we may set and pay a higher rate.

INSTALLMENT OPTION FOR A FIXED PERIOD. Proceeds are paid in installments for up
to 30 years, with interest of at least 3-1/2% a year.

INSTALLMENT OPTION OF A FIXED AMOUNT. Proceeds are paid in installments with
interest of at least 3-1/2% a year until the proceeds are used up.

LIFE INCOME OPTION WITH A PERIOD CERTAIN. Proceeds are paid in monthly
installments for the longer of the life of the person being paid or the end of a
chosen period of 10 or 20 years.

LIFE INCOME OPTION WITH A REFUND CERTAIN. Proceeds are paid in monthly
installments for the longer of the life of the person being paid or until they
are used up.

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

                                       33
<PAGE>


- --------------------------------------------------------------------------------
BENEFICIARY

You name your beneficiary when you apply for your policy. You may change the
beneficiary during the insured's lifetime by writing to your regional Life
Insurance Center. If no beneficiary is living when the insured dies, the Death
Benefit will be paid in equal shares to the insured's surviving children. If
there is no surviving child, the Death Benefit will be paid to the insured's
estate.

- --------------------------------------------------------------------------------
ASSIGNMENT

You may assign the policy as collateral for a loan or other obligation. We are
not responsible for any payment we make or action we take before we receive a
copy of the assignment at your regional Life Insurance Center.

- --------------------------------------------------------------------------------
CREDITORS' CLAIMS

Proceeds are paid free from the claims of creditors to the extent allowed by
law.

- --------------------------------------------------------------------------------
LIMITS ON OUR RIGHT TO CHALLENGE
THE POLICY

We cannot challenge the validity of the policy after it has been in effect
during the insured's lifetime for 2 years from the date of issue (unless another
date is required by law). If a death claim is made within the time we can
challenge validity, our payment will generally be delayed while we determine
whether to make such a challenge.

MISSTATEMENT OF AGE OR SEX. If the insured's age or sex is misstated in the
policy application, the Death Benefit will be what the premium paid would have
purchased based on the insured's true age and sex.

SUICIDE. If the insured commits suicide within 2 years from the date the policy
was issued (or less where required by law), the Death Benefit will be limited to
the sum of the premium paid minus outstanding policy loans with interest.

- --------------------------------------------------------------------------------
DIVIDENDS

No dividends will be paid on the policy described in this prospectus.

- --------------------------------------------------------------------------------
WHEN WE PAY PROCEEDS

Payment of the Death Benefit, Cash Surrender Value (net of loans) or loan
proceeds will be made within 7 days after we receive the required form or
request (and other documents that may be required for payment of the Death
Benefit) at your regional Life Insurance Center. If an Equitable agent is
assisting the beneficiary in preparing the documents required for payment of the
Death Benefit, we will send the check to the agent within 7 days after we
receive all required documents. The agent will then deliver the check to the
beneficiary. But we can delay payment if:

o  payment is contested;

o  it is not reasonably practicable to determine the amount because the New York
   Stock Exchange is closed, trading is restricted by the SEC, or the SEC
   declares that an emergency exists; or

o  the SEC, by order, permits us to delay in order to protect our policy owners.

We will pay at least 3% interest a year if we delay paying the Cash Surrender
Value or loan proceeds more than 30 days.

- --------------------------------------------------------------------------------
SALES AND OTHER
AGREEMENTS

Equitable Variable and Integrity Life Insurance Company, a wholly-owned
subsidiary of Equitable, are the principal underwriters for the Trust pursuant
to a Distribution Agreement. Under the Distribution Agreement, we have entered
into a Sales Agreement with Equitable by which Equitable will distribute our
policies.

Both Equitable Variable and Equitable are registered with the SEC as
broker-dealers under the Securities and Exchange Act of 1934, and we are each a
member of the National Association of Securities Dealers, Inc. We are also the
principal underwriter for our policies funded through our Separate Account I and
our other policies funded through our Separate Account FP, which is also a
registered investment company. (Equitable may also be deemed a principal
underwriter for our policies.)

- --------------------------------------------------------------------------------
SALES BY AGENTS OF EQUITABLE

We sell our policies through agents who are licensed by state insurance
officials to sell our variable life insurance. These agents are also registered
representatives of Equitable.

Under the Sales Agreement, agents receive commissions from Equitable for selling
our policies. We reimburse Equitable for these commissions. We also reimburse
Equitable for other expenses incurred in marketing and selling our policies.
These expenses include agency and district managers' compensation, agents'
training allowance, deferred compensation, insurance benefits of agents and
agency and district managers, and agency clerical and advertising expenses.

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

                                       34
<PAGE>


- --------------------------------------------------------------------------------
COMMISSION SCHEDULE. Agents may receive the equivalent of up to a maximum of 3%
of the premium.

Agents with less than 3 full years of service with Equitable may be paid
differently.

Agents who meet certain production and persistency standards in selling our
policies and Equitable policies will be eligible for added compensation. Agents
who meet certain lifetime production standards will be eligible to receive
increased fees for servicing our policies. Agents also are eligible for added
compensation for servicing our policies when there is no assigned soliciting
agent.

- --------------------------------------------------------------------------------
SALES BY BROKERS

We also sell our policies through independent brokers who are licensed by state
insurance officials to sell our variable life insurance. They will also be
registered representatives either of Equitable or of another company registered
with the SEC as a broker-dealer under the Securities Exchange Act of 1934. The
commissions for independent brokers will be no more than those for agents.
Commissions will be paid through the registered broker-dealer.

- --------------------------------------------------------------------------------
APPLICATIONS

When an application for one of our policies is completed, it is submitted to us.
Based on the information in the application and our standards for issuing
insurance and classifying risks, a policy may be issued. If a policy is not
issued, we will refund any premium that has been paid. (Equitable guarantees the
refund.)

- --------------------------------------------------------------------------------
JOINT SERVICES AGREEMENT

In addition to acting as distributor for our policies, Equitable performs
certain other sales and administrative duties for us. Equitable does this
pursuant to a written agreement. The agreement is automatically renewed each
year, unless either party terminates.

Under this agreement, we pay Equitable for salary costs and other services and
an amount for indirect costs incurred through our use of Equitable personnel and
facilities. We also reimburse Equitable for sales expenses related to business
other than variable life policies.

- --------------------------------------------------------------------------------
AMOUNTS PAID UNDER SALES AND
JOINT SERVICES AGREEMENTS

The amounts paid or accrued to Equitable by us under sales and the joint
services agreements totalled approximately $249.4 million in 1986, $225.7
million in 1985 and $164.8 million in 1984.

- --------------------------------------------------------------------------------
LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

- --------------------------------------------------------------------------------
LEGAL MATTERS

The legal validity of the policy described in this prospectus has been passed on
by Herbert P. Shyer, who is Executive Vice President and General Counsel of
Equitable.

The Washington, D.C. law firm of Freedman, Levy, Kroll & Simonds has advised
Equitable Variable with respect to certain matters relating to Federal
securities laws.

- --------------------------------------------------------------------------------
FINANCIAL AND ACTUARIAL
EXPERTS

The financial statements of the Separate Account and of Equitable Variable in
this prospectus have been examined by the accounting firm of Deloitte Haskins &
Sells, our independent auditors, to the extent stated in their opinions, and
their opinions on them are part of this prospectus. We have relied on the
opinions of Deloitte Haskins & Sells given upon their authority as experts in
accounting and auditing.

Actuarial matters in this prospectus have been examined by Joseph O. North, Jr.,
F.S.A., M.A.A.A., who is Vice President and Actuary of Equitable Variable and an
Assistant Vice President and Actuary of Equitable. His opinion on actuarial
matters is filed as an exhibit to the Registration Statement we filed with the
SEC.

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

                                       35
<PAGE>


- --------------------------------------------------------------------------------
WHERE YOU CAN GET
ADDITIONAL
INFORMATION

We have filed with the SEC a Registration Statement relating to the Separate
Account and the variable life policy described in this prospectus. The
Registration Statement, which is required by the Securities Act of 1933,
includes additional information that is not required in this prospectus under
the rules and regulations of the SEC. If you would like the additional
information, you may obtain copies of that document from the SEC's main office
in Washington, D.C. You will have to pay a fee for the material.

- --------------------------------------------------------------------------------
MANAGEMENT

Here is a list of our directors and officers and a brief statement of their
business experience for the past five years. Unless otherwise noted, the
following persons have been involved in the management of Equitable and its
subsidiaries in various positions for the last five years. Unless otherwise
noted, their address is 787 Seventh Avenue, New York, New York 10019.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS
NAME AND PRINCIPAL                                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Harry Douglas Garber................................    Vice Chairman of the Board, Equitable, since February 1984; prior thereto,
                                                        Executive Vice President and Chief Financial Officer. Director, Equitable
                                                        Investment Corporation (EIC) and Genesco, Inc. Former Chairman and Chief
                                                        Executive Officer, Equitable Variable.

Glenn Howard Gettier, Jr. ..........................    Executive Vice President and Chief Financial Officer, Equitable, since
                                                        December 1984; prior thereto, Partner, Peat, Marwick, Mitchell & Co.

Richard Hampton Jenrette............................    Vice Chairman, Chief Investment Officer and Director, Equitable. Chairman,
                                                        Donaldson, Lufkin and Jenrette, Inc., since February 1985; prior thereto,
                                                        Chairman and Chief Executive Officer. Director, Equitable Capital
                                                        Management Corporation (Equitable Capital) and various other Equitable
                                                        subsidiaries.

William Thomas McCaffrey............................    Executive Vice President, Equitable, since March 1986; prior thereto,
                                                        various other Equitable positions.

Francis Helmut Schott...............................    Senior Vice President and Chief Economist, Equitable.

Leo Martin Walsh, Jr. ..............................    Senior Executive Vice President, Director and Chief Operating Officer,
                                                        Equitable, since July 1986; prior thereto, Executive Vice President,
                                                        Director and Chief Investment Officer. Chairman, EIC since July 1986; prior
                                                        thereto, President and Chief Executive Officer. Director, Equitable
                                                        Capital and various other Equitable subsidiaries.

Peter Rawlinson Wilde...............................    Executive Vice President, Equitable, since July 1984. Director, Integrity
                                                        Life Insurance Company (Integrity) and National Integrity Life Insurance
                                                        Company (National Integrity). Chairman and Chief Executive Officer,
                                                        Equitable Variable, from November 1984 to December 1986. Chief Financial
                                                        Officer, CIGNA Corporation, from April 1983 to June 1984; prior thereto,
                                                        Senior Vice President.

Brian Fredrick Wruble...............................    Chairman, President and Chief Executive Officer, Equitable Capital.
                                                        Executive Vice President, Equitable, since September 1984; prior thereto,
                                                        various other Equitable positions.

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

                                       36
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICER -- DIRECTORS
NAME AND PRINCIPAL                                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Robert Wayne Barth..................................    Chairman and Chief Executive Officer, Equitable Variable, since December
                                                        1986; President and Chief Operating Officer, from December 1985 to December
                                                        1986. Executive Vice President, Equitable, since June 1985; Senior Vice
                                                        President since September 1984; prior thereto, Vice President since April
                                                        1984.

Thomas Michael Kirwan...............................    President and Chief Operating Officer, Equitable Variable, since December
                                                        1986. Executive Vice President and Chief Financial Officer, EIC, since
                                                        March 1985; prior thereto, President, Columbia Group -- CBS, Inc. Director,
                                                        Equitable Capital and various other Equitable subsidiaries.

Robert Seymour Jones................................    Senior Vice President, Equitable Variable, since February 1986. Senior Vice
                                                        President, Equitable, since June 1985; prior thereto, Vice President.

Michael Searle Martin...............................    Senior Vice President, Equitable Variable, since February 1986. Senior Vice
                                                        President, Equitable, since June 1985; prior thereto, Vice President.

Stanley Julian Rispler..............................    Senior Vice President, Equitable Variable, since February 1986. Senior Vice
                                                        President, Equitable, since October 1984; prior thereto, Vice President.

Samuel Barry Shlesinger.............................    Senior Vice President and Actuary, Equitable Variable, since February 1986.
                                                        Senior Vice President and Actuary, Equitable; prior thereto, Vice President
                                                        and Actuary.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       37
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICERS
NAME AND PRINCIPAL                                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
James Thomas Liddle, Jr. ...........................    Senior Vice President and Chief Financial Officer, Equitable Variable,
                                                        since February 1986. Vice President and Actuary, Equitable.

Richard Marshall Stenson............................    Senior Vice President, Equitable Variable, since December 1981. Senior Vice
                                                        President, Equitable, since October 1984; prior thereto, Vice President and
                                                        Actuary. Actuary, Integrity.

William Arnold Canfield.............................    Vice President and Chief Underwriting Officer, Equitable Variable. Vice
  2 Penn Plaza                                          President, Equitable.
  New York, New York 10121

Franklin Kennedy, III...............................    Vice President, Equitable Variable, since August 1981. Senior Vice
  1221 Avenue of the Americas                           President, Equitable Capital since January 1987. Managing Director and
  New York, New York 10020                              Chief Investment Officer, Equitable Investment Management Corporation, from
                                                        November 1983 to January 1987. Vice President, Equitable.

Donald Anthony King.................................    Vice President, Equitable Variable, since February 1986. Vice President,
  1285 Avenue of the Americas                           Integrity, since April 1984. Vice President, Equitable, since January 1976.
  New York, New York 10020                              Executive Vice President, Equitable Capital.

Joseph Oswell North, Jr. ...........................    Vice President and Actuary, Equitable Variable, since February 1984. Vice
  2 Penn Plaza                                          President and Actuary, Equitable, since October 1984; prior thereto,
  New York, New York 10121                              Assistant Vice President and Actuary, since April 1982.

Stephen Anthony Scarpati............................    Vice President and Controller, Equitable Variable, since June 1986. Vice
  2 Penn Plaza                                          President, Equitable, since December 1985. Vice President and Controller,
  New York, New York 10121                              EIC, from November 1984 to December 1985; prior thereto, Division
                                                        Controller, Colgate-Palmolive Company.

Larry Kenneth Mills.................................    Treasurer, Equitable Variable, Integrity and National Integrity, since
                                                        February 1986. Vice President and Treasurer, Equitable, since March 1986;
                                                        prior thereto, Vice President.

Theodore Edward Plucinski, M.D. ....................    Chief Medical Director, Equitable Variable, Integrity and National
  2 Penn Plaza                                          Integrity. Chief Medical Director, Equitable, since September 1985; prior
  New York, New York 10121                              thereto, Chief Medical Director, MONY.

Kevin Brian Keefe...................................    Secretary, Equitable Variable, Integrity, National Integrity and The Hudson
                                                        River Trust, Vice President and Assistant Secretary, Equitable, since June
                                                        1986; prior thereto, Assistant Vice President and Assistant Secretary.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       38
<PAGE>






[THE EQUITABLE FINANCIAL COMPANIES LOGO -- 1986 VERSION]






- --------------------------------------------------------------------------------
                                                            Catalogue No. 121503



<PAGE>


[EDGARIZER'S NOTE:]
[THE SP-1 PROSPECTUS ENDS HERE; THE BASIC & EXPANDED PROSPECTUS FOLLOWS]

<PAGE>


- --------------------------------------------------------------------------------
[VLI LOGO]
- --------------------------------------------------------------------------------

LEVEL FACE AMOUNT VARIABLE LIFE INSURANCE POLICY
(Basic Policy)

INCREASING FACE AMOUNT VARIABLE LIFE INSURANCE POLICY
(Expanded Policy)

ISSUED BY

[EQUITABLE VARIABLE LIFE INSURANCE COMPANY LOGO -- 1986 VERSION]

- --------------------------------------------------------------------------------
VM 346                              PROSPECTUS DATED APRIL 30, 1986
- --------------------------------------------------------------------------------

THE HUDSON RIVER FUND, INC.

PRINCIPAL OFFICE LOCATED AT:
787 Seventh Avenue, New York, New York 10019

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VM 348                              SUPPLEMENT DATED MAY 1, 1986 TO
VM 342                              PROSPECTUS DATED APRIL 17, 1986
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[VLI LOGO]
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LEVEL FACE AMOUNT VARIABLE LIFE INSURANCE POLICY
(Basic Policy)

INCREASING FACE AMOUNT VARIABLE LIFE INSURANCE POLICY
(Expanded Policy)

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ISSUED BY

[EQUITABLE VARIABLE LIFE INSURANCE COMPANY LOGO -- 1986 VERSION]

This prospectus describes two variable life insurance policies being offered by
Equitable Variable. The Basic policy is available only for face amounts under
$50,000. Your net annual premiums are invested in the Common Stock Division and
the Money Market Division of Equitable Variable's Separate Account I.

Each policy owner decides whether the premiums for his or her policy will be put
into the Common Stock Division of the Money Market Division, or both, after
certain deductions have been made. The assets in each Division are invested in
shares of corresponding Portfolios of The Hudson River Fund, Inc.

The prospectus for the Fund, which is attached to this prospectus, describes the
investment objectives and policies of each of the Fund Portfolios as well as the
risks relating to investment in the Fund.

The investment policy of the Fund's Common Stock Portfolio is to purchase
primarily common stock and other equity-type instruments with the objective of
long-term growth of its capital and increasing income. The investment policy of
the Fund's Money Market Portfolio is to purchase primarily high quality
short-term money market instruments with the objective of obtaining a high level
of current income while preserving its assets and maintaining liquidity. There
is no guaranty that the objectives will be achieved.

The death benefit and cash value of a policy will vary up or down depending on
investment experience of the Divisions, which in turn depends on the investment
performance of the corresponding Portfolios. While there is no guaranteed
minimum cash value for a policy, Equitable Variable guarantees that a policy's
death benefit will never be less than its face amount as long as premiums are
paid on time and there is no outstanding policy loan.

A policy is serviced through a regional Life Insurance Center. This is the
Administrative Office shown on page 3 of a policy when it is issued. Equitable
Variable's Home Office is 787 Seventh Avenue, New York, New York. Telephone
(212) 714-5288.

REPLACING EXISTING INSURANCE WITH A POLICY DESCRIBED IN THIS PROSPECTUS MAY NOT
BE TO YOUR ADVANTAGE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PLEASE READ THIS PROSPECTUS FOR DETAILS ON THE POLICIES BEING OFFERED AND KEEP
IT FOR FUTURE REFERENCE. IT IS NOT VALID UNLESS ATTACHED TO THE CURRENT
PROSPECTUS FOR THE HUDSON RIVER FUND, INC.

PROSPECTUS DATED APRIL 30, 1986

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VM-346
Copyright 1986 Equitable Variable Life Insurance Company. All rights reserved.


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THE PURPOSES OF THE POLICIES WE ARE OFFERING IS TO PROVIDE INSURANCE PROTECTION
FOR A POLICY'S BENEFICIARY.

WE DO NOT CLAIM THAT THE POLICIES ARE IN ANY WAY SIMILAR TO OR COMPARABLE TO A
MUTUAL FUND'S SYSTEMATIC INVESTMENT PLAN.

Because we want you to have as much information as possible about our variable
life policies before you buy one, we urge you to examine this prospectus
carefully, and we also urge you to read the attached Fund prospectus. This
prospectus assumes that all premiums are paid on time and there is no
outstanding policy loan.

The first Part of this prospectus contains a summary that will introduce us and
our variable life policies to you. You will find more detailed information in
Part 2 and financial statements in Part 3.

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PART 1 -- SUMMARY
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THE ISSUING COMPANY

We are Equitable Variable Life Insurance Company (Equitable Variable), a New
York stock life insurance company.

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OUR PARENT, EQUITABLE

We are a wholly-owned subsidiary of The Equitable Life Assurance Society of the
United States (Equitable), a New York mutual life insurance company.

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THE POLICIES

By this prospectus we are offering two types of variable life insurance
policies:

o  Level Face Amount Policy (Basic Policy, Policy Number 85-01)

o  Increasing Face Amount Policy (Expanded Policy, Policy Number 85-02).

The Basic policy is available only for face amounts between $25,000 and $49,999.

We also offer, through separate prospectuses, a single premium variable life
policy, a periodic premium variable life policy and a flexible premium variable
life policy. The net premiums for the Basic Policy and the Expanded Policy are
invested in our Separate Account I (Separate Account) which in turn buys shares
in The Hudson River Fund, Inc. (Fund).

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WHY VARIABLE LIFE VARIES

Our variable life policies are, first and foremost, whole life insurance
policies with death benefits, cash values, loan privileges, level premiums, and
other features traditionally associated with whole life insurance. They are
called "variable" because, unlike the fixed death benefits of an ordinary whole
life policy, the death benefits and cash values of our policies may increase or
decrease. They do so because your net annual premiums are put into our Separate
Account's Common Stock Division or Money Market Division. The assets of each
Division buy shares in the Fund's corresponding Common Stock Portfolio or Money
Market Portfolio. The Separate Account's investment experience will vary over
the years reflecting the investment performance of the Fund's Portfolios in
which it invests.

When the Separate Account's net investment return is greater than the assumed
investment return of 4%, additional amounts of paid-up life insurance are
purchased. This results in additional death benefit and cash value. If the
Separate Account's net investment return is less than the assumed investment
return, this additional paid-up life insurance may be lost, resulting in smaller
cash value and death benefit, but the death benefit will never be less than the
guaranteed minimum.

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THE SEPARATE ACCOUNT, ITS
INVESTMENTS AND ITS
INVESTMENT EXPERIENCE

Our Separate Account is registered with the Securities and Exchange Commission
(SEC) under the Investment Company Act of 1940 (1940 Act) as a unit investment
trust, which is a type of investment company. For state law purposes the
Separate Account is treated as a part of us.

After making certain deductions from premiums, we put the net annual premiums in
either the Common Stock Division or the Money Market Division (Division) of the
Separate Account. You decide whether your policy's net annual premium will be
put entirely in one Division or whether you want a percentage in each Division.
Each Division invests in shares of a corresponding investment portfolio of the
Fund: the Common Stock Portfolio and the Money Market Portfolio (Portfolio).

Each Portfolio has a different investment policy. Throughout this prospectus we
will discuss the investment experience of the Separate Account and the
Divisions. You should keep in mind that THE INVESTMENT EXPERIENCE OF THE
SEPARATE ACCOUNT AND THE DIVISIONS DEPENDS ON THE INVESTMENT PERFORMANCE OF THE
FUND AND THE CORRESPONDING PORTFOLIOS.
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                                       2
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THE FUND

The Hudson River Fund, Inc. is a "series" type of mutual fund registered with
the SEC under the 1940 Act as an open-end diversified management investment
company. In addition to the Common Stock Portfolio and the Money Market
Portfolio referred to above, the Fund has a Balanced Portfolio and an Aggressive
Stock Portfolio which currently are not available for investment by the Separate
Account. The Fund does not impose a sales charge.

It is anticipated that, subject to obtaining additional necessary governmental
exemptions and approvals, if any, the Fund may serve as an investment medium
for, among others, variable annuity contracts issued by Equitable, variable life
policies and variable annuity contracts issued by Integrity Life Insurance
Company (Integrity, a wholly-owned subsidiary of Equitable), new series of
variable life policies issued by us, and variable life policies and variable
annuity contracts issued by insurers affiliated or unaffiliated with Equitable.
We are currently in control of the Fund; however, purchasers of each of these
contracts will also have voting privileges in the Fund. See YOUR VOTING
PRIVILEGES.

The Fund's address is 787 Seventh Avenue,  New York, New York 10019.  The Fund's
custodian is The Chase Manhattan Bank, N.A.

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FUND PORTFOLIO INVESTMENT
POLICIES AND OBJECTIVES

The investment policy of the Common Stock Portfolio is to purchase primarily
common stock and other equity-type instruments to achieve long-term growth of
its capital and increasing income. The investment policy of the Money Market
Portfolio is to purchase primarily high quality short-term money market
instruments to obtain a high level of current income while preserving its assets
and maintaining liquidity.

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THE FUND'S INVESTMENT
ADVISERS

The Fund is advised by Equitable Investment Management Corporation (EIMC), which
is a subsidiary of Equitable, and by Integrity. They are registered with the SEC
as investment advisers under the Investment Advisers Act of 1940. The Fund pays
advisory fees to EIMC and Integrity based on maximum annual rates of 0.40% of
the average daily value of the aggregate net assets of the Common Stock, Money
Market and Balanced Portfolios and 0.50% of the average daily value of the
aggregate net assets of the Aggressive Stock Portfolio. However, we credit the
values of our Basic and Expanded policies to offset completely the effect on
such values of the portion of the Fund's advisory fees which exceeds a 0.25%
annual rate.

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DEATH BENEFITS

The death benefit under a policy can go up or down depending on the investment
experience of the Division or Divisions into which you choose to put your net
premiums. The guaranteed minimum Death Benefit is the face amount of the policy
regardless of the investment experience of the Divisions. In the first policy
year, the death benefit equals the initial face amount. In each later policy
year, the death benefit equals the guaranteed minimum death benefit, plus the
sum (if positive) of the variable adjustment amounts in the Divisions in which
you have cash value.

See THE VARIABLE ADJUSTMENT AMOUNT and THE GUARANTEED MINIMUM DEATH BENEFIT in
Part 2.

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CASH VALUE

Our policies are whole life policies and they can have a cash value. The cash
value of a policy may increase or decrease daily to reflect the investment
experience of the Divisions in which your policy participates. Unlike the death
benefits, which have a guaranteed minimum, we do not guarantee a minimum amount
of cash value. You will bear the entire market risk for cash value.

You can request that all or part of your cash value be transferred between the
Divisions. See YOU CAN TRANSFER CASH VALUE BETWEEN DIVISIONS in Part 2.

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COMMISSIONS

The agent or broker who sells you one of our policies will receive a commission
for the first policy year equivalent to a maximum of 50% of the first year
premium that is payable. Commissions and fees the agent or broker will receive
in later policy years are described under SALES AND OTHER AGREEMENTS in Part 2.
The commissions and fees are paid by Equitable Variable and do not equal the
charges for sales load discussed in this prospectus. See DEDUCTIONS FROM
PREMIUMS in Part 2.

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CHARGES AGAINST PREMIUMS

Your net annual premium is put into our Separate Account each year. This is your
total premium after deductions for any optional insurance benefits, the sales
load, state premium taxes, annual administrative expenses and a risk charge for
the guaranteed minimum death benefit. The charge for sales load is used to pay
agent or broker commissions and other sales expenses for the policy. (You do not
pay any sales charge for shares of the Fund purchased by the Separate Account.)
In the first policy year we also deduct a fixed charge for expenses incurred in
issuing the policy.

See DEDUCTIONS FROM PREMIUMS in Part 2.

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                                       3
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CHARGES AGAINST THE
SEPARATE ACCOUNT

The amount in the Divisions credited to your policy is decreased by the cost of
your insurance protection. Also, the investment experience of the Separate
Account reflects a daily charge we make at an effective annual rate of 0.50% of
the value of the assets of the Separate Account for certain mortality and
expense risks.

Any charges against the Divisions will have an impact on whether the Divisions
earn more than the assumed rate of 4% and whether your policy's death benefit
increases above the guaranteed minimum.

For more information on the cost of insurance, see HOW WE SUPPORT THE OPERATIONS
OF A POLICY in Part 2.

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POLICY LOANS

As a policy owner, you may borrow up to 90% of your policy's cash value at 5%
interest but borrowed amounts are transferred out of the Divisions and,
therefore, are not affected by the investment experience. You may choose an
adjustable loan interest rate, and if you do, we will credit the adjustable loan
interest rate less 0.75% (and less any charge for taxes) on the borrowed
amounts. For a loan at 5% interest, we will credit the assumed interest rate of
4% to the borrowed amounts.

See TAKING A POLICY LOAN in Part 2.

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PREMIUMS

The size of an annual premium depends on which policy you choose, the initial
face amount (which must be at least $25,000) and the insured's risk class, age
and sex. We guarantee that a premium will remain the same once it has been
determined.

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CANCELLATION AND
EXCHANGE RIGHTS

You have a limited right to return your policy for cancellation and a full
refund of premiums paid. Your request must be postmarked by the latest of

o  10 days after you receive your policy; or

o  10 days after we mail a written Notice of Withdrawal Right; or

o  45 days after Part 1 of the policy application was signed.

Also, within 18 months of a policy's issue date, it may be exchanged for a fixed
whole life insurance policy on the life of the insured without submitting proof
of insurability.

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INCOME TAXES

Any death benefit paid under our policies is fully excludable from the gross
income of the beneficiary for Federal income tax purposes. This may differ for
policies owned by pension or profit sharing plans.

We may, in the future, charge the Divisions for any portion of our income taxes
attributable to the Separate Account.

See THE IMPACT OF TAXES in Part 2.

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MORE INFORMATION

For further information, including illustrations of how the investment
experience of the Separate Account Divisions and the investment performance of
the Fund could cause death benefits and cash values to vary, please see Part 2
of this prospectus and the Fund's current prospectus. Our financial statements
are in Part 3 of this prospectus. The Fund's prospectus contains Condensed
Financial Information for the Fund and its Statement of Additional Information
contains its financial statements.

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                                       4
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CONDENSED
FINANCIAL
INFORMATION
SEPARATE ACCOUNT I

The tables below show the actual net returns of the Divisions of our Separate
Account as if the Reorganization discussed under GENERAL INFORMATION -- ABOUT US
- -- REORGANIZATION had always been in effect. The tables show the actual net
returns of the predecessor Separate Accounts I and II operating as management
investment companies prior to the Reorganization. The same results would have
been achieved if the continuing Separate Account had operated as a unit
investment trust investing in The Hudson River Fund, Inc., for all the periods
shown, the operations of the Fund having been as currently reported in the
Fund's separate Prospectus and Statement of Additional Information. The net
returns for each Division for the periods shown assume the Common Stock Division
and the Money Market Division would have received initial policy premium
allocations on January 13, 1976 and August 21, 1981, respectively, the dates on
which our former Separate Accounts I and II first received premium allocations
under variable life policies. The tables break the net return into its component
parts.

When you examine the tables, remember that the percentages apply to a policy
with its policy year starting on the first day of the periods shown and apply to
a policy that would have been in force throughout the periods shown. Because
they are determined each December 31, the percentages do not reflect the average
net assets in the Divisions during those periods. The auditing firm of Deloitte
Haskins & Sells, our independent auditors, has examined the tables (for its
opinion, see the Separate Account financial statements in part 3 of this
prospectus). To get a more complete picture of the Separate account and its
Divisions you may want to refer to the financial statements and related notes in
the Statement of Additional Information for The Hudson River Fund, Inc.

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COMMON STOCK DIVISION

<TABLE>
<CAPTION>
                                                                                                                         January 13,
                                                          Year Ended December 31,                                            1976 to
                           ---------------------------------------------------------------------------------------      December 31,
                            1985      1984      1983      1982       1981      1980      1979      1978       1977        1976(a)(b)
                           ---------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>      <C>              <C>   
NET RETURN:
Income                      2.95 %    3.22 %    2.65 %    4.64 %     4.02 %    4.35 %    3.91 %    4.06 %     3.49 %         2.63 %
Net realized and
  unrealized gain
  (loss) on
  investments              31.14 %   (4.68)%   24.06 %   13.58 %    (9.40)%   46.48 %   26.56 %    4.72 %   (12.26)%         7.00 %
                           -----     -----     -----     -----      -----     -----     -----      ----      -----           ----   
Gross Return               34.09 %   (1.46)%   26.71 %   18.22 %    (5.38)%   50.83 %   30.47 %    8.78 %    (8.77)%         9.63 %
Expense charges            (1.00)%    (.74)%    (.94)%    (.95)%     (.70)%   (1.13)%    (.98)%    (.81)%     (.69)%         (.77)%
                           -----     -----     -----     -----      -----     -----     -----      ----      -----           ----   
Net Return                 33.09 %   (2.20)%   25.77 %   17.27 %    (6.08)%   49.70 %   29.49 %    7.97 %    (9.46)%         8.86 %
                           =====     =====     =====     =====      =====     =====     =====      ====      =====           ====   

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<FN>
(a) Date as of which net premiums under the policies were first allocated to the
    predecessor of the Division.
(b) The gross return and the net return for the periods indicated are not annual
    rates of return, and they are not necessarily indicative of those returns
    which would have been realized for a full year.
</FN>
</TABLE>

The effective annual rate of return for the Common Stock Division from January
13, 1976 to December 31, 1985 was 14.09%. For the same period ended December 31,
1985, the average annual increase for the Standard and Poor's 500 Stock Index
with dividends reinvested was 13.63%. (Standard and Poor's is an unmanaged index
of groups of common stocks.)

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MONEY MARKET DIVISION

<TABLE>
<CAPTION>
                                                                                                 August 21,
                                                  Year Ended December 31,                           1981 to
                                     -------------------------------------------------         December 31,
                                     1985           1984           1983           1982           1981(a)(b)
                                     ----------------------------------------------------------------------
<S>                                  <C>           <C>             <C>           <C>               <C>   
NET RETURN:
Income                               9.36 %        11.00 %         9.56 %        13.53 %           5.46 %
Net realized and unrealized gain
  (loss) on investments              (.09)%          .42 %         (.06)%          .03 %            .06 %
                                     ----          -----           ----          -----             ----  
Gross Return                         9.27 %        11.42 %         9.50 %        13.56 %           5.52 %
Expense charges                      (.81)%         (.84)%         (.83)%         (.84)%           (.35)%
                                     ----          -----           ----          -----             ----  
Net Return                           8.46 %        10.58 %         8.67 %        12.72 %           5.17 %
                                     ====          =====           ====          =====             ====  

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<FN>
(a) Date as of which net premiums under the policies were first allocated to the
    predecessor of the Division.
(b) The gross return and the net return for the periods indicated are not annual
    rates of return, and they are not necessarily indicative of those returns
    which would have been realized for a full year.

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</FN>
</TABLE>

                                       5
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HYPOTHETICAL
ILLUSTRATIONS

The following illustrations are based on the assumption that the Separate
Account and the Fund had been operating since January 1, 1976 in the same manner
as they operate as a result of the implementation of the Reorganization
described under GENERAL INFORMATION -- ABOUT US -- REORGANIZATION in Part 2. For
illustrations based on various constant hypothetical annual investment returns,
see ILLUSTRATIONS OF DEATH BENEFITS, CASH VALUES, AND ACCUMULATED PREMIUMS in
Part 2.

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ILLUSTRATIONS OF VARIATIONS
OF THE DEATH BENEFIT AND
THE CASH VALUE IN
RELATION TO ACTUAL
INVESTMENT EXPERIENCE OF
THE COMMON STOCK DIVISION

The following example shows how the net return of the Common Stock Division
would have affected the death benefits and cash values of two policies dated
January 1, 1976. Assume an annual premium of $500 and that the insured was a 25
year old male and a standard risk on January 1, 1976.

<TABLE>
<CAPTION>
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                                                       BASIC POLICY                                       EXPANDED POLICY
                                              ($40,034 Face Amount)                         ($29,541 Initial Face Amount)
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                             Cash           Death        Guaranteed              Cash           Death          Guaranteed
Policy Anniversary In:      Value         Benefit           Minimum             Value         Benefit             Minimum
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<S>                        <C>            <C>               <C>                <C>            <C>                 <C>    
      1977*                $   96         $40,071           $40,034            $  174         $30,476             $30,427
      1978                    359          40,034            40,034               443          31,343              31,343
      1979                    744          40,034            40,034               848          32,288              32,288
      1980                  1,343          41,017            40,034             1,482          34,323              33,263
      1981                  2,636          44,863            40,034             2,865          39,448              34,238
      1982                  2,787          43,595            40,034             3,015          39,119              35,272
      1983                  3,578          44,949            40,034             3,850          41,633              36,335
      1984                  5,022          48,724            40,034             5,378          46,757              37,428
      1985                  5,195          47,338            40,034             5,547          46,403              38,551
      1986                  7,433          53,596            40,034             7,908          54,206              39,703
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<FN>
*Reflects net investment income credited at the assumed rate of 4% from January
 1, 1976 to January 12, 1976, and the actual rate of return for the Common Stock
 Division assuming the investment performance of the Fund's Common Stock
 Portfolio was the same as our pre-Reorganization Separate Account I starting
 January 13, 1976. Net annual premiums were first put into our
 pre-Reorganization Separate Account I on January 13, 1976.
</FN>
</TABLE>

Remember, this example of past investment performance is for a specific age,
sex, risk class, premium amount and policy anniversary. Also, the policy series
described in this prospectus was not available in 1976. The benefits illustrated
under these policies are calculated on the policy anniversary and do not
represent the average net investment performance of our pre-Reorganization
Separate Account I during the policy year. Past investment performance should
not be deemed a representation of future investment experience of the Division
or investment performance of the Fund.

This example assumes that net annual premiums and related cash values are 100%
in the Common Stock Division for the entire period.

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ILLUSTRATION OF VARIATIONS
OF THE DEATH BENEFIT AND
THE CASH VALUE IN
RELATION TO ACTUAL
INVESTMENT EXPERIENCE OF
THE MONEY MARKET DIVISION

The following example shows how the net return of the Money Market Division
would have affected the death benefits and cash values of two policies dated
January 1, 1982. Assume an annual premium of $500 and that the insured was a 25
year old male and a standard risk on January 1, 1982.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                     BASIC POLICY                                         EXPANDED POLICY
                                            ($40,034 Face Amount)                           ($29,541 Initial Face Amount)
- -------------------------------------------------------------------------------------------------------------------------
                           Cash           Death        Guaranteed                Cash           Death          Guaranteed
Policy Anniversary In:    Value         Benefit           Minimum               Value         Benefit             Minimum
- -------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>               <C>                  <C>            <C>                 <C>    
      1983               $  102         $40,103           $40,034              $  182         $30,519             $30,427
      1984                  458          40,214            40,034                 558          31,563              31,343
      1985                  860          40,471            40,034                 982          32,793              32,288
      1986                1,277          40,721            40,034               1,419          34,041              33,263
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

This example reflects Money Market Division investment experience assuming the
investment performance of the Fund's Money Market Portfolio was the same as our
pre-Reorganization Separate Account II starting January 1, 1982. Net annual
premiums under variable life policies were first put into our pre-Reorganization
Separate Account II on August 21, 1981.

Remember, this example of past investment performance is for a specific age,
sex, risk class, premium amount and policy anniversary. The benefits illustrated
under the Basic and Expanded policies are calculated on the policy anniversary
and do not represent the average net investment performance of our
pre-Reorganization Separate Account II during the policy year. Past investment
performance should not be deemed a representation of future investment
experience of the Division or future investment performance of the Fund.

This example assumes that net annual premiums and related cash values are 100%
in the Money Market Division for the entire period.

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                                       6
<PAGE>


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PART 2 -- DETAILED INFORMATION

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GENERAL
INFORMATION
ABOUT US

We are Equitable Variable. We were organized in 1972 in New York State as a
stock life insurance company and are authorized to sell life insurance and
annuities there. We also are authorized to sell life insurance and annuities in
other jurisdictions. In January of 1976 we began selling periodic premium
variable life policies, and two years later, in January of 1978, we began
selling fixed annuity contracts.

In 1983 we began selling a form of fixed life insurance policy, the Equitable
Life Account. In 1983 we also began selling single premium variable life
policies. In 1986 we began selling an individual flexible premium variable life
policy designed to provide insurance coverage with flexibility in death benefits
and premium payments. We also sell two types of term insurance policies, fixed
single premium life insurance policies and universal life insurance policies. At
the end of 1985 we had approximately $6.9 billion face amount of variable life
insurance in force and $38 billion of fixed life insurance in force (and about
$1.6 billion of fixed annuity payment obligations).

REORGANIZATION. Pursuant to a Plan of Reorganization (Reorganization) approved
at a meeting of our policy owners held on February 14, 1985, effective as of
March 22, 1985, we restructured our Separate Accounts I and II into one separate
account in unit investment trust form. To accomplish this restructuring, we
converted our then existing Separate Account I, a Common Stock Account and
Separate Account II, a Money Market Account, into our continuing Separate
Account I with two investment divisions: the Common Stock Division and the Money
Market Division. On March 22, 1985, all of the assets and related liabilities of
our former Separate Accounts I and II were transferred to the Common Stock and
Money Market Portfolios of the Fund, respectively, in exchange for shares in the
Portfolios, and we ceased to be an investment adviser of our continuing Separate
Account. EIMC, which served with us as an investment adviser of our former
Separate Accounts I and II, continues as an investment adviser to the Fund. At
the Reorganization, Integrity began to serve, together with EIMC, as an
investment adviser to the Fund. The Separate Account no longer requires an
investment adviser. The Reorganization did not change the policy values of then
outstanding policies or policies.

Policy owners who have our variable life policies on a single premium basis, as
well as on a periodic premium basis, have monies placed in our Separate Account.

Our financial statement including those of our continuing Separate Account are
in Part 3.

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EQUITABLE

Equitable is a New York mutual life insurance company that has its home office
at 787 Seventh Avenue, New York, N.Y. 10019.

Equitable has been in business since 1859. Equitable's total assets make it the
third largest life insurance company in the United States. At December 31, 1985
these assets were over $51 billion. Equitable is also one of the largest
managers of retirement fund assets. At December 31, 1985, Equitable and its
subsidiaries, such as Alliance Capital Management Corporation, were managing
pension fund assets of over $54 billion and total assets of over $91 billion. At
December 31, 1985, Equitable, together with EIMC, was responsible for stock
portfolios of over $5 billion and debt portfolios of about $23 billion. These
portfolios include amounts in our General Account, Equitable's General Account
and separate accounts, and other accounts managed by Equitable and EIMC.

Between the time we were organized and the end of December 1985, Equitable
invested over $334 million in us. This money has been used to help us meet
operational costs and policy reserve requirements.

Equitable probably will invest more money in us in the future although it has no
legal obligation to do so. Its assets do not back benefits that may be paid
under the policy discussed in this prospectus.

In December, 1984, Equitable acquired Donaldson, Lufkin & Jenrette, Inc. (DLJ).
A DLJ subsidiary, Donaldson, Lufkin & Jenrette Securities Corporation, is one of
the nation's largest investment banking and securities firms. Another DLJ
subsidiary, Autranet, Inc., is a securities broker that markets independently
originated research to institutions. Through the Pershing Division of Donaldson,
Lufkin & Jenrette Securities Corporation, DLJ supplies correspondent services,
including order execution, securities clearance and other centralized financial
services, to approximately 300 independent regional securities firms and 100
banks.

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

                                       7
<PAGE>


- --------------------------------------------------------------------------------
To the extent permitted by law, Equitable Variable and their separate accounts
and affiliated companies, several of which are registered investment companies
(including the Fund), may engage in securities and other transactions with the
various entities mentioned in the preceding paragraph or may invest in shares of
investment companies with which those entities have affiliations.

- --------------------------------------------------------------------------------
REGULATION

We are regulated and supervised by the New York State Insurance Department. In
addition, we are subject to insurance laws and regulations in ever jurisdiction
where we sell our policies. We submit annual reports on our operations and
finances to insurance officials in these jurisdictions. The officials are
responsible for reviewing our reports to be sure we are financially sound and
that we are complying with applicable laws and regulations.

Our Basic and Expanded variable life policies have been approved in 49 states
and the Virgin Islands.

We are also subject to various Federal securities laws and regulations.

- --------------------------------------------------------------------------------
THE FUND

The Hudson River Fund, Inc. currently issues four series of classes of shares,
each of which represents an interest in one of the Fund's Portfolios. Shares of
the Common Stock and Money Market Portfolios are purchased and redeemed by the
corresponding Separate Account Division. The Fund sells and redeems its shares
at net asset value. It does not impose a sales charge.

It is anticipated that, subject to obtaining additional necessary governmental
exemptions and approvals, if any, the Fund may serve as an investment medium
for, among others, variable annuity contracts issued by Equitable, variable life
policies and variable annuity contracts issued by Integrity, new series of
variable life policies issued by us, and variable life insurance policies and
variable annuity contracts issued by insurers affiliated or unaffiliated with
Equitable. Letters of intent have been signed with two such unaffiliated
insurers and preliminary discussions are now going on with several additional
unaffiliated insurers. We currently do not foresee any disadvantages to our
policy owners arising out of this. However, the Fund's Board of Directors
intends to monitor events in order to identify any material irreconcilable
conflicts that possibly may arise and to determine what action, if any, should
be taken in response. If we believe that the Fund's response to any of those
events insufficiently protects our policy owners, we will see to it that
appropriate action is taken to protect our policy owners. Also, if we ever
believe that any of the Fund's Portfolios is so large as to materially impair
the investment performance of a Portfolio or the Fund, we will examine other
investment options.

The Fund's shares will be sold only to separate accounts of insurance companies.
Since we are the only insurance company now investing in the Fund, we are
currently in control of the Fund. We owned approximately $331 million worth of
the Fund's shares as of December 31, 1985, and we will continue to control the
Fund at least until other insurance companies, selling significant amounts of
variable insurance products, have made substantial investments in Fund shares.

The Fund's address is 787 Seventh Avenue, New York, New York 10019. The
custodian of the securities and other assets of the Fund is The Chase Manhattan
Bank, N.A.

The Fund, its investment objectives and policies, its risks, expenses,
organization and other aspects of its operations are described in more detail in
its prospectus, which is attached to this prospectus, and in a Statement of
Additional Information which may be obtained free of charge by written request
to the Fund at 787 Seventh Avenue, New York, New York 10019. Please carefully
read the Fund's prospectus.

- --------------------------------------------------------------------------------
THE FUND'S INVESTMENT
ADVISERS

The Fund is advised by EIMC and Integrity. They are registered with the SEC as
investment advisers under the Investment Advisers Act of 1940. EIMC's address is
1221 Avenue of the Americas, New York, New York 10020 and Integrity's address is
787 Seventh Avenue, New York, New York 10019.

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

                                       8
<PAGE>


- --------------------------------------------------------------------------------
Services are provided pursuant to an investment advisory agreement among the
Fund, EIMC and Integrity for a fee equivalent to maximum annual rates of 0.40%
of the average daily value of the aggregate net assets of the Common Stock,
Money Market and Balanced Portfolios (0.25% to EIMC and 0.15% to Integrity) and
0.50% of the average daily value of the Aggressive Stock Portfolio's aggregate
net assets (0.35% to EIMC and 0.15% to Integrity). We make a daily credit to the
values of our Basic and Expanded policies to offset completely the effect on
such values of the portion of the Fund's investment advisory fee which exceeds a
0.25% annual rate and all other Fund expenses except (a) all brokers'
commissions, transfer taxes and other fees and expenses for services relating to
purchases and sales of Portfolio investments and (b) any Fund income tax
liabilities.

- --------------------------------------------------------------------------------
DEDUCTIONS FROM
PREMIUMS

The amount of premium put into the Separate Account's Divisions is based on what
is called the basic annual premium. This is the total annual premium for a
standard mortality risk policy minus a $30 annual administrative charge and
minus the premiums for any optional insurance benefits you take. After we figure
the basic annual premium, we deduct certain charges and put the rest (the net
annual premium) into the Separate Account's Divisions.

A summary of charges against premiums follows. We guarantee that premiums will
not increase.

- --------------------------------------------------------------------------------
ANNUAL ADMINISTRATIVE
CHARGE

We charge $30 in each policy year for administrative expenses. These include:

o  premium billing and collection;
o  processing claims, paying cash values, and making policy changes;
o  record keeping;
o  communicating with policy owners; and
o  other expenses and overhead.

- --------------------------------------------------------------------------------
ADDITIONAL FIRST YEAR
ADMINISTRATIVE CHARGE

In the first policy year we make a one-time administrative charge of $5 for each
$1,000 of initial face amount of a policy. This charge is applied to the cost
of:

o  processing applications;
o  conducting medical examinations;
o  establishing policy records; and
o  determining insurability and assigning the insured to a risk class.

- --------------------------------------------------------------------------------
SALES LOAD

We make a charge that can be considered a "sales load". The amount of the sales
load in a policy year is not necessarily related to our actual sales expenses
for that year. We expect to recover our total sales expenses over the lifetimes
of the insureds.

Our sales load charge will not be more than:

o  20% of the basic annual premium for the first policy year;
o  14.5% of the basic annual premium for the 2nd through 4th policy years; and
o  7.25% of the basic annual premium for all policy years after the 4th.

To the extent sales expenses are not covered by the sales load, we will cover
them from funds other than premium deductions.

- --------------------------------------------------------------------------------
RISK CHARGE

We charge 1.2% of the basic annual premium to provide for the possibility that
an insured will die at a time when, based on the investment experience of the
Separate Account, the death benefit that would ordinarily be paid is less than
the guaranteed minimum death benefit of the policy.

- --------------------------------------------------------------------------------
STATE PREMIUM TAX CHARGE

We deduct 2% of the basic annual premium to cover state premium taxes. These
taxes vary from state to state and the 2% rate is an average.

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

                                       9
<PAGE>


- --------------------------------------------------------------------------------
EXAMPLE OF DEDUCTIONS
FROM PREMIUMS

The following example (using the policies shown in the ILLUSTRATION OF DEATH
BENEFITS, CASH VALUES, AND ACCUMULATED PREMIUMS) shows what amount of net annual
premium would be put into the Separate Account at the start of each policy year.
A policy's actual cash value is related to the policy's net annual premium. The
differences between net annual premiums for males and females are due to two
factors: the higher face amounts for females cause higher first year
administrative charges and our pricing policies lead to other variations. These
variations sometimes lead to lower sales loads.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                                 Issue Age 10                 Issue Age 25                Issue Age 40
                                  $300 Annual                  $500 Annual               $1,000 Annual
Beginning of                      Premium for                  Premium for                 Premium for
Policy Year                     Standard Risk                Standard Risk               Standard Risk
- ------------------------------------------------------------------------------------------------------
                              MALE     FEMALE             MALE      FEMALE             MALE     FEMALE
<S>                       <C>        <C>              <C>          <C>             <C>        <C>      
Basic Policy
   (Initial Face Amount)  ($37,605)  ($42,654)        ($40,034)    ($45,898)       ($49,238)  ($57,396)
   1st                       57.91      60.57           160.94       131.73          498.78     458.02
   2nd through 4th          238.79     238.01           392.73       405.74          900.56     873.57
   5th through 40th         242.18     241.85           421.16       421.34          928.63     912.60
Expanded Policy
   (Initial Face Amount)  ($29,316)  ($33,708)         ($29,541)   ($34,382)       ($34,754)  ($40,756)
   1st                       60.98      45.51            213.58      189.44          571.36     541.65
   2nd through 4th          233.94     240.34            386.99      387.14          900.48     873.40
   5th and later            241.86     242.02            421.25      421.52          928.63     912.93
- ------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
OUR SEPARATE
ACCOUNT AND ITS
DIVISIONS

Our Separate Account is registered with the SEC as a unit investment trust,
which is a type of investment company. This does not involve any supervision by
the SEC of the management or investment policy or practices of the Separate
Account. For state law purposes the Separate Account is treated as a part of us.

After making certain deductions from premiums, we put your net annual premiums
in the Common Stock Division or the Money Market Division of our Separate
Account. You decide whether your policy's net annual premium will be put
entirely in one Division or whether you want a percentage in each Division.
(Also, you have certain voting privileges with respect to the Fund shares held
in the Divisions. See YOUR VOTING PRIVILEGES.) Each Division invests in shares
of a corresponding investment Portfolio of the Fund. The Separate Account also
invests income or capital gains dividends received from the Fund in shares of
the Fund.

The Separate Account purchases and redeems shares of the Fund at their net asset
value per share. The Separate Account's assets are allocated between the
Divisions in accordance with the allocations of the net annual premiums invested
in the Separate Account and the earnings on those assets. Also, liabilities of
the Separate Account will be allocated to the Division to which they relate.
Accrued liabilities that are not allocable to one Division will be allocated to
both Divisions in proportion to their relative net assets. In the unlikely event
that any Division incurred liabilities in excess of its assets, the other
Division could be liable for such excess.

Each Portfolio has a different investment policy (see THE FUND). You should keep
in mind that the investment experience of the Separate Account and the Divisions
depends on the investment performance of the Fund and the corresponding
Portfolios. Also, values of Basic and Expanded policies are increased to
compensate policy owners for their share of Fund expenses in excess of the sum
of (1) expenses for brokers' commissions, transfer taxes and other fees relating
to purchases and sale of Portfolio investments, (2) fees for advisory services
at an annual rate equivalent to 0.25% of the average daily value of the
aggregate net assets of the Portfolios and (3) Fund income taxes, if any.

The Common Stock Division of our Separate Account superseded our
pre-Reorganization Separate Account I, which was established on June 28, 1973.
The Money Market Division of our Separate Account superseded our
pre-Reorganization Separate Account II, which was

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

                                       10
<PAGE>


- --------------------------------------------------------------------------------
established on December 12, 1980. Both pre-Reorganization Separate Accounts were
established under the insurance law of New York State as separate investment
accounts. Assets that were used to provide money to pay benefits under our
variable life policies were allocated to the pre-Reorganization Separate
Accounts from time to time. As a result of the Reorganization those assets, and
additional assets to be received from premiums under in-force policies and
future policies, will be allocated to the Separate Account Divisions from time
to time and used to provide money to pay benefits under our variable life
policies.

Any increase or decrease in a policy's death benefit or cash value will reflect
the investment experience of the Division where you have cash value, which in
turn will depend upon the investment performance of the corresponding Portfolio
of the Fund. (It will not be affected by the experience of the other Division
unless you have cash value in both Separate Account Divisions.)

- --------------------------------------------------------------------------------
HOW WE SUPPORT THE
OPERATIONS OF A POLICY

We support the operations of a policy by putting the net annual premium (which
is the annual premium less the charges described under DEDUCTIONS FROM PREMIUMS)
into the appropriate Separate Account Division or Divisions as the policy owner
chooses. We do this when the policy is issued and, after that, at the beginning
of each policy year during the premium payment period. Even though the gross
premium will be higher for an insured who is a high risk than the gross premium
for an insured who is a standard risk, any cash value that may build up on a
policy covering a high risk insured will be the same as the cash value that
would build up on a policy covering a standard risk insured of the same age and
sex, for the same amount and plan of insurance, and having the same date of
issue and allocation to the Divisions. This is also true for an insured who is a
non-smoker, even though the gross premium for a non-smoker insured will be lower
than for an insured who is a standard risk.

The policy is designed so that the net annual premium put in the Divisions does
not vary with the risk class of the insured. Therefore, we charge a higher gross
premium for an insured who is a high risk to cover the extra risk of mortality.
We charge a lower gross premium for certain non-smokers because of the expected
lower mortality.

The amount at risk on policy anniversaries is the death benefit payable less the
amounts in the Divisions in which a policy participates (adjusted for any
loans). Once the net annual premium is placed into the Divisions, we charge for
the cost of insurance based on the attained age for the amount at risk without
regard to differences in risk class. The cost of insurance is based on the 1958
Commissioners' Standard Ordinary Mortality Table, and generally increases with
attained age. The cost of insurance differs in each year because, based on this
mortality table, the probability of death generally increases with attained age
and the amount at risk is different year by year. The dollar amount of the cost
of insurance also depends on investment experience of the Divisions in which a
policy participates.

Your net annual premium will be put into the Divisions only once each year,
regardless of whether you pay your premium monthly, quarterly, semiannually, or
annually.

- --------------------------------------------------------------------------------
SEPARATE ACCOUNT ASSETS
ARE OUR PROPERTY

The assets of the Separate Account are our property. However, New York Insurance
Law provides that the portion of Separate Account's assets that relates to
variable life policies may not be used to satisfy any obligations that may arise
out of any other business we conduct, although under certain circumstances one
Division could perhaps be liable for claims arising out of the other Division's
operations.

We permit money from charges owed to us to stay in the Divisions and accumulate.
These accumulated amounts are in excess of each Division's net assets attributed
to variable life policies. These amounts belong to us.

There probably will be more assets in the Separate Account than those that apply
to our variable life policies. We expect to transfer part or all of the excess
to our General Account. These transfers will be in cash, but before we make them
we will consider whether the transfer could have any adverse effect on our
Separate Account. In 1985 we made no such transfer to our General Account.

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

                                       11
<PAGE>


- --------------------------------------------------------------------------------
CHARGES AGAINST
THE SEPARATE
ACCOUNT

The amount in the Separate Account Divisions in which your policy participates
is further decreased (after the following charges) by the cost of your insurance
protection. See HOW WE SUPPORT THE OPERATIONS OF A POLICY.

- --------------------------------------------------------------------------------
CHARGES FOR MORTALITY AND
EXPENSE RISKS

We charge the Separate Account for the mortality and expense risk we assume. The
charge is made daily at an effective annual rate of 0.50% of the value of each
Division's assets that are attributable to variable life policies.

The mortality risk we assume is that insureds may live for shorter periods of
time than we estimated. If this occurs, we have to pay a greater amount of death
benefits than we expected in relation to the premiums we received.

The expense risk we assume is that our costs of issuing and administering
policies may be more than we estimated.

The money we collect from this charge may exceed the amount needed to cover
benefits and expenses and would be our gain.

- --------------------------------------------------------------------------------
OTHER CHARGES

The Separate Account purchases shares of the Fund at their net asset value. The
net asset value of those shares reflects management fees and other expenses
already deducted from the assets of the Fund that are briefly described under
THE FUND. More detailed information about the Fund is in its prospectus and in
its Statement of Additional Information.

- --------------------------------------------------------------------------------
YOUR VOTING
PRIVILEGES
GENERAL

As we have already said, all assets held in the Divisions are invested in shares
of the corresponding Portfolios of the Fund. We are the legal owners of those
shares and as such have the right to vote upon certain matters that are required
by the 1940 Act to be approved or ratified by the shareholders of a mutual fund
and to vote upon any other matters that may be voted upon at a shareholder's
meeting. Among other things, we may vote on:

o  the election of the Fund's Board of Directors;

o  the ratification of the selection of the Fund's independent auditors; and

o  matters spelled out in the Fund's prospectus or Statement of Additional
   Information that require a shareholder vote.

However, in accordance with our view of current Federal securities law
requirements, we will offer you the opportunity to instruct us as to how Fund
shares allocable to your policy and held by us in the Separate Account will be
voted on these matters. We will vote the shares of the Fund at regular and
special meetings of shareholders of the Fund in accordance with your
instructions. Thus, you will have the right to have a voice in the affairs of
the Fund. Fund shares held in each Division of the Separate Account which are
not allocable to policies or for which no timely instructions from policy owners
are received will be voted by us in the same proportion as shares in that
Division for which instructions are received.

Each policy having a voting interest will be sent proxy material and a form for
giving voting instructions. If required by state insurance officials, we may
disregard voting instructions if those instructions would require shares to be
voted so as to cause a change in the investment objectives or policies of one or
more of the Fund's Portfolios, or to approve or disapprove an investment policy
or investment adviser of one or more of the Fund's Portfolios. In addition, we
may disregard voting instructions in favor of changes initiated by a policy
owner or the Fund's Board of Directors in the investment policy or the
investment adviser of a Portfolio, provided that our disapproval of the change
is reasonable and is based on a good faith determination that the change would
be contrary to state law, the proposed advisory fee would be higher than we are
permitted to pay by the terms of our variable life policies, or the charge would
lead to an adverse effect on our general account because it would result in
unsound or overly speculative investments. We will advise policy owners if we do
disregard voting instructions, and give our reasons for such actions in the next
semiannual report we send to policy owners.

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

                                       12
<PAGE>


- --------------------------------------------------------------------------------
All Fund shares of whatever class are entitled to one vote, and the votes of all
classes are cast on an aggregate basis, except on matters where the interests of
the Portfolios differ. In such case, the voting is on a Portfolio-by-Portfolio
basis. Approval or disapproval by the shareholders in one Portfolio on such a
matter would not generally be a prerequisite of approval or disapproval by
shareholders in another Portfolio; and shareholders in a Portfolio not affected
by a matter generally would not be entitled to vote on that matter. Examples of
matters which would require a Portfolio-by-Portfolio vote are changes in the
fundamental investment policy or restrictions of a particular Portfolio and
approval of the investment advisory agreement.

- --------------------------------------------------------------------------------
VOTING INSTRUCTIONS OF
OTHER SEPARATE ACCOUNT
PARTICIPANTS

Net premiums for our individual flexible premium variable life policy are
invested in our Separate Account FP, which, in turn, invests in the Fund. In
addition, we anticipate that Fund shares will be held by other separate accounts
established by us or other insurance companies affiliated or unaffiliated with
us. We expect that those shares will be voted through those separate accounts in
accordance with instructions of their participants. This will dilute the effect
of voting instructions of policy owners whose net premiums are invested in the
Separate Account.

- --------------------------------------------------------------------------------
DETERMINING THE FUND
PORTFOLIO FOR WHICH YOU
CAN GIVE VOTING
INSTRUCTIONS

If all your cash value is in one Division, you can participate in the voting
only for the shares in the Fund Portfolio that corresponds to that Division. If
your cash value is divided between the Divisions, you are entitled to
participate in the voting of the shares of the Fund that correspond to each of
the Fund Portfolios.

The number of Fund shares held in each Division attributable to your policy for
purposes of your voting privilege will be determined by dividing your policy's
cash value (less any policy indebtedness) allocable to that Division by the net
asset value of one share of the corresponding Fund Portfolio as of the record
date for the Fund's shareholder meeting. The record date for this purpose will
not be more than 90 days before the meeting of the Fund. Fractional shares are
counted.

EXAMPLE: Your policy has a cash value of $3,000, 50% of which is attributable to
the Common Stock Division and 50% of which is attributable to the Money Market
Division. Assuming the net asset value of one share in each Fund Portfolio is
$100, you would have the privilege of voting 30 shares. You will have the
privilege of instructing us regarding 15 votes in each Division.

EXAMPLE (ASSUMING AN OUTSTANDING LOAN): Your policy has a cash value of $3,000,
which entitles you to 30 votes. If you have a $1,000 loan (including interest)
equally allocated between each Division, you would be entitled to 10 votes in
each Division, or an aggregate 10 fewer votes.

- --------------------------------------------------------------------------------
LAW CHANGES MAY AFFECT
YOUR VOTING PRIVILEGES

Our Separate Account is required by Federal securities laws or regulations as
currently interpreted to have policy owners instruct us as to the Fund's voting
rights. However, if amendments to or interpretations of those laws or
regulations change what must be voted on or restrict the matters for which
policy owners are given the opportunity to provide voting instructions, we will
in turn change what is submitted to policy owners.

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

                                       13
<PAGE>


- --------------------------------------------------------------------------------
OUR RIGHTS

We reserve the right to take certain actions in connection with our operations
and the operations of the Separate Account. We will always attempt to comply
with applicable laws before we take any of these actions. If necessary, we will
seek approval by policy owners.

Specifically, we reserve the right to:

o  add Divisions to or remove Divisions from the Separate Account;

o  combine any two or more Divisions within the Separate Account;

o  transfer assets of the two types of variable life policies offered by this
   prospectus, as well as the assets of our other variable life policies, from
   one Division to another (if we do, we will withdraw proportional amounts of
   each investment to the Division, but we will also make whatever adjustments
   are needed to avoid odd lots and fractions);

o  operate the Separate Account as a management investment company under the
   1940 Act, or in any other form the law allows (if we do, we may invest the
   assets in any legal investments and we or one of our affiliates, such as
   EIMC, will serve as investment adviser);

o  end the registration of the Separate Account under the 1940 Act; or

o  operate the Separate Account under the general supervision of a committee
   made up of individuals all of whom may be, under the 1940 Act, interested
   persons of us or of Equitable or discharge such Committee.

- --------------------------------------------------------------------------------
SUBSTITUTION OF
FUND SHARES

Although we believe it to be highly unlikely, it is possible that, in our
judgment, one or more of the Portfolios of the Fund may become unsuitable for
investment by the Separate Account because, for example, of a change in the
investment policy, or a change in the tax laws, or because the shares are no
longer available for investment. For those or other reasons, we may seek to
substitute the shares of another Portfolio or of an entirely different mutual
fund. Before we can do this, we would obtain the approval of the SEC, and
possibly one or more state insurance departments, to the extent legally
required.

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

                                       14
<PAGE>


- --------------------------------------------------------------------------------
DEATH BENEFITS
UNDER OUR POLICIES

The death benefit is the amount payable to the named beneficiary when the
insured dies. All or part of the benefit can be paid in cash or applied under
one or more of our payment options described under PAYMENT OPTIONS.

The death benefit will at least equal the guaranteed minimum of insurance for
the policy year in which the insured dies. Whether the death benefit is higher
than the guaranteed minimum depends on the investment experience of the
Divisions in which you have cash value. See ILLUSTRATIONS OF DEATH BENEFITS,
CASH VALUES, AND ACCUMULATED PREMIUMS.

The death benefit is the guaranteed minimum death benefit, plus the sum (if
positive) of the variable adjustment amounts (determined annually) in the
Divisions in which you have cash value.

The amount of death benefit actually paid to the insured's beneficiary will be
adjusted as of the date of the insured's death to reflect:

o  any policy loans together with accrued interest;

o  part of any unpaid premium due if the insured dies during the grace period;

o  any premium paid for a period beyond the policy month in which the insured
   dies;

o  any insurance added to the policy by a rider;

o  the insured's suicide within 2 years after the policy's date of issue. See
   LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY; and

o  any material misstatement in the application for insurance, including a
   misstatement of the insured's age or sex. See LIMITS ON OUR RIGHT TO
   CHALLENGE THE POLICY.

Interest will be paid from the date of death to the date the death benefit is
paid at least at the annual rate that we are paying under the deposit option
described in PAYMENT OPTIONS.

If you sign an application and send us money, and if the person proposed to be
insured dies between the application date and the date we act on the
application, we have a special rule. Should we decide the proposed insured was
insurable and accept the application, we will pay the initial face amount to the
proposed beneficiary.

- --------------------------------------------------------------------------------
THE GUARANTEED MINIMUM
DEATH BENEFIT

The guaranteed minimum death benefit equals a policy's face amount for the
policy year in which the insured dies, regardless of the investment experience
of the Divisions in which a policy participates.

BASIC POLICY. The guaranteed minimum death benefit of a Basic Policy is equal to
its face amount and remains level as long as the policy is in force.

EXPANDED POLICY. The guaranteed minimum death benefit of an Expanded Policy is
equal to its face amount for the policy year in which the insured dies. The
policy's face amount in the first policy year is its initial face amount.

On each policy anniversary the face amount will increase by 3% over the prior
year's face amount until the 14th policy anniversary, when the face amount is
set at 150% of the initial face amount. Thereafter, the face amount always
remains at that level.

In the table below, we show the face amount for each $1,000 of initial face
amount in an Expanded Policy.

- --------------------------------------------------------------------------------
  On Policy           Face Amount            On Policy               Face Amount
Anniversary          Increases To          Anniversary              Increases To
- --------------------------------------------------------------------------------
          1                $1,030                    8                    $1,267
          2                 1,061                    9                     1,305
          3                 1,093                   10                     1,344
          4                 1,126                   11                     1,384
          5                 1,159                   12                     1,426
          6                 1,194                   13                     1,469
          7                 1,230                   14  and beyond         1,500
- --------------------------------------------------------------------------------

                                       15
<PAGE>


- --------------------------------------------------------------------------------
THE VARIABLE ADJUSTMENT
AMOUNT

The variable adjustment amount for each Division is the amount of the death
benefit that results from all past investment experience of that Division. In
the first policy year, the variable adjustment amount in each Division is zero.
After that, the variable adjustment amount is the amount of insurance purchased
by the difference between the actual rate of return and 4%. Therefore, a
Division's variable adjustment amount will not change in any year that the
Division's gross return minus the charges to that Division results in a net
return of 4%. If the net return is more than 4%, the variable adjustment amount
will increase. The variable adjustment amount will increase because additional
amounts of paid-up life insurance are purchased. If the net return is less than
4%, it will decrease. The variable adjustment amount will decrease because these
additional amounts of paid-up life insurance are lost. The rates at which these
additional amounts of paid-up life insurance are purchased or lost are based on
sex and attained age and are guaranteed.

The percentage change in the death benefit for any year is not the same as the
net return for the preceding year and it is not necessarily related to current
or future rates of inflation.

The death benefit is equal to the guaranteed minimum death benefit plus the sum
(if positive) of the variable adjustment amounts for both Divisions. However,
even if the sum of the variable adjustment amounts is negative, the death
benefit in the year the insured dies will never be less than the guaranteed
minimum.

In any year that the sum of the variable adjustment amounts increases (and is
positive), the death benefit will increase. If the sum of the variable
adjustment amounts is negative, investment experience can not increase the death
benefit above the guaranteed minimum until it has increased the variable
adjustment amount of at least one Division so that the sum is positive. In any
year that the sum of the variable adjustment amounts for the Divisions
decreases, the death benefit may decrease, unless it is already at the
guaranteed minimum.

The variable adjustment amount for each Division is set on each policy
anniversary. Once set, it remains the same for the following policy year. If it
is set above the guaranteed minimum, we will be responsible for keeping it at
that level until the next policy anniversary. You will bear the risk that it
could drop on the next policy anniversary (but not below the guaranteed
minimum).

There is no guarantee that a Division's investment experience, which will
reflect the investment performance of the corresponding Portfolio of the Fund,
will be sufficient to result in an increase in death benefits. However, the
historical pattern of stock market investment performance has been one of
long-range growth, and money market investments in recent years have returned
over 4%.

THE VARIABLE ADJUSTMENT IS CUMULATIVE. Increases and decreases in the variable
adjustment amount are carried into each succeeding year. The variable adjustment
amount for a Division can be positive or negative. If it is positive, good
investment experience will produce a larger variable adjustment amount. If it is
negative, good investment experience must first offset the current negative
variable adjustment amount before there can be a positive amount.

For a given net return, the greater the cash value in a Division, the greater
the effect of investment experience will be on the variable adjustment amount.
Therefore, in later policy years, when your total cash value is likely to be
greater, investment experience may have a greater effect on the death benefit.

EXAMPLE: You were a 25 year old male when your policy was issued, and you have a
Basic Policy. Assume a hypothetical gross annual investment return of 0% for the
first 9 policy years. This results in a negative variable adjustment amount. A
net return of approximately 26.6% in the 10th policy year would offset the
cumulative negative variable adjustment

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

                                       16
<PAGE>


- --------------------------------------------------------------------------------
amount so that it would equal zero. Any net return above that would produce a
positive variable adjustment amount. On the other hand, the negative variable
adjustment amount may be offset over a number of years. Thus, if the gross
return in the 10th policy year was 8% (net return of 7.19%), a net return of
7.19% in each of the 5 following policy years would be required to produce a
positive variable adjustment amount by the 16th policy year.

- --------------------------------------------------------------------------------
NET RETURN

The death benefit based on a Division's net return is set on each policy
anniversary. The net return depends on a Division's investment experience from
the first day of that policy year to the first day of the next policy year. It
takes into account investment income, capital gains and capital losses (whether
realized or unrealized) with respect to Fund shares owned by the Division and
gains resulting from the reimbursement by us to the Division of amounts
corresponding to certain Fund expenses. The charges against the Division are
then deducted to determine the net return. the net return on a date during a
policy year depends on the investment experience of the Division from the first
day of that policy year to that date and can affect cash values but not death
benefits.

The net return of each Division is determined at the close of business on each
day in which the degree of trading in the corresponding Portfolio of the Fund
might materially affect the net return of the Division. We call this a "business
day". Normally this would be each day that the New York Stock Exchange is open.
However, because we are closed on Martin Luther King Day and the Friday after
Thanksgiving Day, no determinations will be made on those days.

The assets of each Division are valued by multiplying the number of Fund shares
in each Division by the net asset value of such shares and is adjusted by the
charge for mortality and expense risks. See the financial statements for the
Separate Account in this prospectus.

The net return for a policy year is not the same as for a calendar year unless
the policy anniversary is January 1.

A statement of the method we use to calculate net return is an exhibit to the
Registration Statement we filed with the SEC. It will be furnished on request.

- --------------------------------------------------------------------------------
HOW THE DEATH BENEFIT
VARIES FROM THE
GUARANTEED MINIMUM

The following example shows how the death benefit varies from the guaranteed
minimum as a result of investment experience. Assume that the insured was a 25
year old male when the policy was issued, and the hypothetical gross annual
return is 8% for each Division or their combination (which is equal to a net
return of 7.19%). Use the amounts from the ILLUSTRATION OF DEATH BENEFITS, CASH
VALUES, AND ACCUMULATED PREMIUMS.

- --------------------------------------------------------------------------------
                                          Variable
                        Guaranteed      Adjustment        Death
                           Minimum  +       Amount  =   Benefit
- --------------------------------------------------------------------------------
BASIC POLICY
End of policy year 5       $40,034            $621      $40,655
Increase                        --             280          280  (0.7% increase)
- --------------------------------------------------------------------------------
End of policy year 6       $40,034            $901      $40,935
- --------------------------------------------------------------------------------
EXPANDED POLICY
End of policy year 5       $34,238            $688      $34,926
Increase                     1,033             302        1,335  (3.8% increase)
- --------------------------------------------------------------------------------
End of policy year 6       $35,271            $990      $36,261
- --------------------------------------------------------------------------------

If the gross annual return was 0% (equal to a net return of -.75%), the death
benefit at the end of policy year 6 would have been:

o  $40,238 (a 1.0% decrease) for the Basic Policy. This reflects a decrease in
   the variable adjustment amount of $417.

o  $35,511 (a 1.7% increase) for the Expanded Policy. This reflects a decrease
   in the variable adjustment amount of $449.

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

                                       17
<PAGE>


- --------------------------------------------------------------------------------
CASH VALUE AND
LOAN PRIVILEGES
UNDER OUR POLICIES
HOW WE DETERMINE CASH
VALUE

The cash value is the sum, on any date, of the cash values in each Division of
the Separate Account in which your policy participates. If no premium is due and
unpaid, the cash value of the Division equals the tabular cash value at the end
of each year as stated in the policy multiplied by the annual premium allocation
percentage selected by the policy owner for that Division in effect on the last
anniversary, increased or decreased by the aggregate net single premium
specified in the policy for the variable adjustment amount for that Division.

The tabular cash value is what the cash value for the policy would be if all the
Divisions in which you had funds had a constant net investment return of 4% a
year. The premium allocation percentage is the percentage of your current net
annual premium allocated to each of the Divisions. The net single premium is the
one-time cost at your attained age to purchase one dollar of death benefit, as
specified in your policy.

Adjustments during a year reflect a Division's investment experience, the cost
of insurance, premium payments, any indebtedness and any cash value transfers.
The cash values for substandard risk policies and non-smoker policies are the
same as for comparable standard risk policies. See THE VARIABLE ADJUSTMENT
AMOUNT and NET RETURN.

- --------------------------------------------------------------------------------
THERE IS NO GUARANTEED
MINIMUM CASH VALUE

Daily increases or decreases in cash value depend on the investment experience
of the Divisions. It is unlikely that there will be a cash value during the
early part of the first policy year because of the first year administrative
charges. There is no guaranteed minimum cash value.

- --------------------------------------------------------------------------------
RETURNING THE POLICY FOR
CASH

During the insured's lifetime, and subject to our rules, your policy can be
returned for payment of the cash value net of any indebtedness. The amount
payable will be based on the net cash value next computed after we receive your
signed request for payment of the cash value at your Regional Service Center,
accompanied by your policy. The insurance coverage will end on the date you send
us the policy and your request.

SPLITTING THE POLICY. You can request to split your policy into two policies. In
addition, you may return one for cash. Any policy that continues will be based
on the new initial face amount. The premium for the policy that continues will
be based on the new initial face amount but the same age, sex and risk class as
the original policy.

If you split a Basic Policy, the policy we continue must have a face amount of
at least $25,000.

If you split an Expanded Policy, the policy we continue must have a face amount
that at least equals what an Expanded Policy with an initial face amount of
$25,000 with its automatic 3% a year increases would have reached in the policy
year during which you split your policy.

These are our current procedures, which may change.

- --------------------------------------------------------------------------------
INCOME TAX WITHHOLDING

Federal tax law requires us to withhold income tax from any portion of your
surrender proceeds that is subject to tax, unless you request us not to
withhold.

If you surrender your policy and do not advise us in writing that you do not
want us to withhold Federal income tax before the date payment must be made, we
are required by law to withhold tax from the surrender payment.

If you elect not to have tax withheld from the surrender payment, or if the
amount of Federal income tax withheld is insufficient, you may be responsible
for payment of estimated tax. You may incur penalties under the estimated tax
rules if your withholding and estimated tax payments are not sufficient. You may
wish to consult your tax adviser.

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

                                       18
<PAGE>


- --------------------------------------------------------------------------------
YOU CAN TRANSFER CASH
VALUE BETWEEN DIVISIONS

You can request to transfer part or all of your cash value between the
Divisions. You may do this up to twice in a policy year. A transfer will go into
effect on the day we receive your signed request at your regional Life Insurance
Center. Your request should show the policy number an amount (either in dollars
or as a percentage) you want to transfer. When cash value is transferred a
portion of the net annual premium is transferred as well. We reallocate loans if
you transfer cash value.

- --------------------------------------------------------------------------------
WHEN A DIVISION
BECOMES INACTIVE

If you have a policy loan allocated to a Division and your cash value plus
remaining net annual premium less your loan (including accrued loan interest) in
that Division reaches zero, that Division will become inactive for your policy.
We will reallocate the loan to the other Division. A Division will also become
inactive for your policy if you transfer its entire cash value to the other
Division.

We will notify you when a Division becomes inactive.

If a Division becomes inactive, the future variable adjustment amount, cash
value and net return will be affected. We will assume that you do not want to
put any part of future net annual premiums into the inactive Division. You can
request us to put any part of a future net annual premium into the inactive
Division effective on the next policy anniversary after your request is
received. You may also transfer cash value into an inactive Division from the
other Division. See YOU CAN TRANSFER CASH VALUE BETWEEN DIVISIONS.

- --------------------------------------------------------------------------------
TAKING A POLICY LOAN

For policy loans, we offer both a fixed and an adjustable interest rate
provision. This section will first discuss loans with fixed interest rates and
will then discuss the special features of the adjustable loan interest rate, if
it is elected.

Borrowing money against your policy will have a permanent effect on your
policy's cash value and the amount by which the death benefit may increase above
the guaranteed minimum. The effect remains even though the loan is repaid in
whole or in part.

You may borrow up to 90% of your policy's cash value using the policy as
security. Unless it is being used to pay premiums, we will not grant a loan that
is not at least $100 more than any outstanding loan with accrued interest. The
amount of your premium will not be affected by the fact you have a loan or by
how you repay the loan. If a loan is made after the due date of a premium, that
premium will be subtracted from the loan proceeds. If you request a loan in
order to pay a premium, we will charge loan interest from the date we make the
loan even if it is before the premium due date.

Whenever the loan with accrued interest from one Division equals or exceeds the
cash value in that Division, that Division will become inactive for your policy.
We will transfer the total cash value and loan allocation to the other Division.
See WHEN A DIVISION BECOMES INACTIVE.

IF LOANS EXCEED THE CASH VALUE OF YOUR POLICY. Whenever the loan with accrued
interest exceeds the total cash value of your policy, we will send a notice to
you and to anyone to whom you told us you assigned the policy. The policy will
end 31 days after we send the notice unless you make a repayment during the 31
day period that is large enough to reduce your outstanding loan with accrued
interest to below the total cash value of your policy. See OPTIONS ON LAPSE.

If you borrow the maximum of 90% of your policy's cash value, you increase your
risk of having your policy end. This might happen if the combination of policy
loan interest (as it builds up), the cost of insurance, asset charges against
the Separate Account and investment experience in the Divisions where you have
cash value uses up the remaining 10%.

INTEREST. Except as discussed under ADJUSTABLE LOAN INTEREST RATE, interest on
loans is 5% a year. Interest is charged daily and is payable by the policy owner
on each anniversary. However, if it is not paid, it will be compounded on the
policy anniversary because it will be added to the loan principal. This unpaid
interest is transferred out of each Division where you have your loan into our
general account. You should rely on your tax adviser as to whether this interest
is deductible.

REPAYMENT. You can repay all or part of any outstanding loan with accrued
interest at any time while the policy is in effect and the insured is alive. You
repayment, whether full or partial, will be reallocated to the Divisions in
proportion to the loan allocation to each Division at the time of repayment.

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

                                       19
<PAGE>


- --------------------------------------------------------------------------------
The amount of any outstanding loan with accrued interest will be deducted from
the death benefit or cash value proceeds.

WHICH DIVISION WE CHARGE LOANS AGAINST. We allocate a loan based on the net cash
value in each Division on the date the loan is made. We reallocate loans if you
transfer cash value.

THE PERMANENT EFFECT OF A FIXED INTEREST RATE LOAN. When you take out a loan, we
transfer part of the cash value equal to the amount of the loan from the
Divisions to our general account. In addition, unpaid interest on the policy
loan will be transferred to our general account from time to time. The amount
taken out of the Divisions will not be affected by the Divisions' investment
experience while the loan is outstanding. Since the amount is not in the
Divisions, it cannot contribute to any possible increase in your policy's death
benefit or cash value.

We will credit your policy with a 4% annual return on any amount transferred to
our general account as a result of your policy loan. This can protect cash value
from decreasing if investment experience is below 4%. It will also prevent cash
value from increasing if investment experience is above 4%.

EXAMPLE: You were a 25 year old male when your policy was issued, and you have a
Basic Policy with standard rates. Use the illustration on page 25, and assume an
8% hypothetical gross annual investment return for each Division of their
combination (which is a net return of 7.19%). If you take a loan for $3,000 at
the end of the 9th policy year, it will affect the death benefit and cash value
(before subtracting the amount of the loan with loan interest) in the 10th
policy year as follows:

- --------------------------------------------------------------------------------
                             Without Loan                     With Loan
- --------------------------------------------------------------------------------
Death Benefit                     $42,603                       $42,250
Cash Value                          4,456                         4,360
- --------------------------------------------------------------------------------

The difference results from the transfer of the portion of the cash value equal
to the loan from the Division to the general account. The return on the amount
transferred is reduced to 4% a year, rather than the Division's net return of
7.19%.

See DEATH BENEFITS UNDER OUR POLICIES for adjustments that are made as of the
date of the insured's death.

ADJUSTABLE LOAN INTEREST RATE. As an alternative to the fixed loan interest rate
of 5%, you may elect (in writing) the Adjustable Loan Interest Rate. Under this
alternative, a rate will be determined as of the beginning of each policy year
and it will apply to any new or outstanding loan under your policy during that
policy year. The annual interest rate for a policy year will be the greater of
5% or the Monthly Average Corporates yield shown in Moody's Corporate Bond Yield
Averages published by Moody's Investors Service, Inc., for the month ending two
months before the beginning of the policy year.

However, if you have elected an Adjustable Loan Interest Rate, it will be the
same for a policy year after the first as it was for the immediately preceding
policy year if the formula above would produce a change of less than 1/2 of 1%
from the rate applicable to your policy for the preceding year.

NOTIFICATION OF ADJUSTABLE LOAN INTEREST RATE. We will notify you of the initial
interest rate at the time a loan is made under the Adjustable Loan Interest Rate
election. Initial loan interest rates are also available on request. We will
also notify you in advance of each policy anniversary of the interest rate for
the following policy year.

CANCELLATION OF ADJUSTABLE LOAN INTEREST RATE ELECTION. You may cancel your
election of the Adjustable Loan Interest Rate in writing at any time, but the
request will not take effect until the next policy anniversary. When the
cancellation takes effect, the loan rate will revert to the fixed rate of 5%.
Election or re-election of the Adjustable Loan Interest Rate may be made in
writing at any time but will not take effect until the next policy anniversary
even if no loan is outstanding.

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

                                       20
<PAGE>


STATE VARIATIONS. Not all states have laws permitting adjustable policy loan
interest rates. Some states permit adjustable rates but set maximums. Some
states do not permit cancellation of an adjustable loan interest rate provision,
and there are other variations from state to state. For details about the policy
loan interest rate laws in your state, contact your agent or your regional Life
Insurance Center.

AMOUNTS CREDITED ON BORROWED FUNDS. When you take out a loan, we transfer part
of the cash value equal to the amount of the loan from the Divisions in which
your policy participates to our general account. In addition, unpaid interest on
the policy loan will be transferred to our general account from time to time.
The amount taken out of the Divisions will not be affected by the investment
experience of the Divisions while the loan is outstanding. Since the amounts is
not in the Divisions, it contributes to possible increases in your policy's
death benefit or cash value only if you have elected the Adjustable Loan
Interest Rate.

If you have chosen an Adjustable Loan Interest Rate, we will credit your policy
with a rate of return which is 0.75% below the interest rate that is charged as
a result of your policy loan, minus any charges for taxes or amounts set aside
as a provision for taxes. We are not making charges for taxes or provisions for
taxes now but we may make such charges in the future. See OUR INCOME TAXES. For
example, if the Adjustable Loan Interest Rate were 10%, the credit rate would be
9.25%. If the Adjustable Loan Interest Rate were below 5%, the actual interest
rate would be 5% and the credit rate would be 4.25%. Any amounts credited over
4% will increase your policy's death benefit and cash value. If you elect the
Adjustable Loan Interest Rate, you will bear the additional investment risk
connected with changes in the annual credit rate because they affect the death
benefit and cash value under your policy.

THE PERMANENT EFFECT OF AN ADJUSTABLE INTEREST RATE LOAN. If the current policy
year's Adjustable Loan Interest Rate less 0.75% (and less any charge for taxes
or provision for taxes) is greater than the net return for that year of the
Divisions in which you have funds, then the death benefit and cash value for
that year will be greater than if no loan were made. The reverse would also be
true.

EXAMPLE: You were a 25 year old male when your policy was issued, and you have a
Basic Policy with standard rates. Use the illustration on page 25, and assume an
8% hypothetical gross annual investment return for each Division of their
combination (which is a net return of 7.19%). If you take a loan for $3,000 at
the beginning of the 10th policy year and you have elected the Adjustable Loan
Interest Rate with an assumed hypothetical loan interest rate of 12.88% (the
actual rate for February, 1985) in the 10th policy year, it will affect the
death benefit and cash value (before subtracting the amount of the loan with
loan interest) in the 10th policy year as follows:

- --------------------------------------------------------------------------------
                                  Without Loan                         With Loan
- --------------------------------------------------------------------------------
Death Benefit                          $42,603                           $43,150
Cash Value                               4,456                             4,604
- --------------------------------------------------------------------------------

See the example under THE PERMANENT EFFECT OF A FIXED INTEREST RATE LOAN for a
loan with the fixed interest rate of 5%.

WHENEVER THIS PROSPECTUS DISCUSSES INCREASES AND DECREASES IN THE DEATH BENEFIT
AND CASH VALUES UNDER OUR VARIABLE LIFE POLICIES, YOU SHOULD CONSIDER THE IMPACT
OF HAVING ELECTED AN ADJUSTABLE LOAN INTEREST RATE.

                                       21
<PAGE>


- --------------------------------------------------------------------------------
ILLUSTRATIONS OF
DEATH BENEFITS,
CASH VALUES, AND
ACCUMULATED
PREMIUMS

To help you get a picture of how the key financial elements of our policies
work, we have prepared a series of tables.

The tables show how death benefits and cash value of policies with annual
premiums of $300, $500, and $1,000 could vary over an extended period of time if
the Divisions had CONSTANT hypothetical gross annual investment returns of 0%,
4%, 8% and 12% over the years covered by each table. The death benefits and cash
values would differ from those shown in the tables if the annual investment
returns did not remain absolutely constant. Thus, the figures would be different
if the return AVERAGED 0%, 4%, 8% and 12% over a period of years but went above
or below those figures in individual policy years. The death benefits and cash
values would also differ, depending on the investment allocations made to the
Divisions, if the actual rates of investment return averaged 0%, 4%, 8% and 12%,
but went above or below those figures for individual Divisions. The tables are
for standard risk policies.

The cash values in the tables are related to the annual premiums shown on page
38. The amounts of death benefits and cash values shown in the tables for the
end of each policy year take into account a daily charge against each Division
that is equivalent to an annual charge of 0.75% at the beginning of each year.
This charge is the 0.50% charge against the Separate Account for mortality and
expense risks and the effect on each Division's investment experience of the
charge to the Fund assets for investment advisory services (equivalent to an
annual rate of 0.25% of the aggregate average daily net assets of the
Portfolios). The effect of these adjustments is that on a 0% actual rate of
return the net rate of return would be -0.75%, on 4% it would be 3.22%, on 8% it
would be 7.19% and on 12% it would be 11.16%.

The hypothetical returns shown in the tables do not reflect any charges for Fund
expenses in addition to an investment advisory fee charge of 0.25%, because the
Divisions in general will be reimbursed for their share of such expenses, as
previously discussed under THE SEPARATE ACCOUNT, ITS INVESTMENTS AND ITS
INVESTMENT EXPERIENCE and THE FUND.

The tables reflect the fact that we do not currently charge the Divisions for
Federal income tax. However, if we do make such a charge in the future, it would
take a higher rate of return to produce after-tax returns of 0%, 4%, 8% and 12%
than it does now.

The second and third columns of each table show what would happen if an amount
equal to the total annual premiums for the premium payment period were invested
to earn interest, after taxes, of 4% or 5% compounded annually. These tables
show that if a policy is returned in its early years for payment of its cash
value, the cash value will be low in comparison to premiums accumulated with
interest. This means that the cost of carrying insurance for a relatively short
time will be high.

The Basic Policy has a level guaranteed minimum death benefit. The Expanded
Policy has a guaranteed death benefit which increases by 3% per year regardless
of investment experience until it reaches 150% of the original face amount in
the fifteenth year.

If you request, we will furnish you with a comparable illustration based on the
proposed insured's sex and age and an initial face amount or premium amount of
your choice. A specific illustration will assume that the insured is a standard
risk and that the premium will be paid on an annual basis. In addition, if you
do purchase a policy, we will deliver a specific illustration that reflects how
the premium will actually be paid and to what risk class the insured has been
assigned.

We have also prepared special illustrations showing the effects of policy loans
on a planned basis and showing various insurance plans suitable for special
purposes. These are available on request.

- --------------------------------------------------------------------------------
TABLE OF CONTENTS
OF ILLUSTRATIONS

- --------------------------------------------------------------------------------
                                         Basic policy            Expanded policy
                                             Page                     Page
                                         ---------------------------------------
$  300 annual premium Male Age 10             23                       24
$  500 annual premium Male Age 25             25                       26
$1,000 annual premium Male Age 40             27                       28
$  300 annual premium Female Age 10           29                       30
$  500 annual premium Female Age 25           31                       32
$1,000 annual premium Female Age 40           33                       34
- --------------------------------------------------------------------------------

                                       22
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                                  BASIC POLICY

       $37,605 FACE AMOUNT                         MALE ISSUE AGE 10
(GUARANTEED MINIMUM DEATH BENEFIT)      $300 ANNUAL PREMIUM FOR STANDARD RISK(1)

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

[THE FOLLOWING TABLES APPEARED AS ONE LANDSCAPED TABLE IN THE PRINTED
PROSPECTUS, BUT HAD TO BE SPLIT INTO TWO TABLES TO ACCOMMODATE THE EDGAR FORMAT.
THE FOOTNOTES WHICH FOLLOW THE TABLES BELOW APPLY TO BOTH TABLES ON THIS PAGE.]

<TABLE>
<CAPTION>
                          PREMIUMS(1)                                      DEATH BENEFIT(2)
                    ACCUMULATED AT INTEREST                          ASSUMING HYPOTHETICAL GROSS
   END OF                 PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
   POLICY           -----------------------              -----------------------------------------------------
    YEAR               4%              5%                   0%            4%             8%              12%
   ------           -------         -------              -------       -------        --------        --------
<S>                 <C>             <C>                  <C>           <C>            <C>             <C>     
      1             $   312         $   315              $37,605       $37,605        $ 37,619        $ 37,637
      2                 636             646               37,605        37,605          37,680          37,775
      3                 974             993               37,605        37,605          37,788          38,025
      4               1,325           1,358               37,605        37,605          37,944          38,391
      5               1,690           1,741               37,605        37,605          38,149          38,881

      6               2,069           2,143               37,605        37,605          38,402          39,500
      7               2,464           2,565               37,605        37,605          38,704          40,254
      8               2,875           3,008               37,605        37,605          39,055          41,149
      9               3,302           3,473               37,605        37,605          39,455          42,193
     10               3,746           3,962               37,605        37,605          39,905          43,394

     15               6,247           6,797               37,605        37,605          42,921          52,064
     20               9,291          10,416               37,605        37,605          47,286          66,260
     25              12,993          15,034               37,605        37,605          53,123          87,932
     30              17,498          20,928               37,605        37,605          60,578         119,837

55 (Age 65)          53,393          79,106               37,605        37,605         128,494         637,584
</TABLE>


                   CASH VALUE(2)
            ASSUMING HYPOTHETICAL GROSS
            ANNUAL INVESTMENT RETURN OF
- -----------------------------------------------------
  0%             4%             8%              12%
- ------        -------        -------         --------
$    7        $    10        $    12         $     14
   197            209            221              234
   385            414            445              477
   569            624            683              746
   753            842            939            1,045

   934          1,065          1,211            1,375
 1,112          1,292          1,500            1,738
 1,286          1,525          1,806            2,138
 1,457          1,762          2,131            2,578
 1,627          2,006          2,478            3,065

 2,456          3,338          4,595            6,390
 3,270          4,896          7,548           11,915
 4,066          6,706         11,647           21,071
 4,828          8,779         17,285           36,150

 4,419         17,723         80,874          401,295

(1) If premiums are paid more  frequently  than  annually the payments  would be
    $153  semi-annually,  $78 quarterly or $27 monthly.  The death  benefits and
    cash  values  shown  would  not be  affected  by the more  frequent  premium
    payments,  nor  would  such  amounts  be  affected  by  the  Insured's  risk
    classification.

(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT  AND CASH VALUE FOR A POLICY  WOULD BE  DIFFERENT  FROM  THOSE  SHOWN IF
ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY AVERAGED 0%, 4%, 8%
OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW THAT AVERAGE
FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE DIFFERENT RATES OF
RETURN  OF THE  FUND  PORTFOLIOS,  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED 0%, 4%, 8% OR 12%, BUT VARIED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL DIVISIONS. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       23
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                                 EXPANDED POLICY

        $29,316 FACE AMOUNT                        MALE ISSUE AGE 10
(GUARANTEED MINIMUM DEATH BENEFIT)      $300 ANNUAL PREMIUM FOR STANDARD RISK(1)

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

[THE FOLLOWING TABLES APPEARED AS ONE LANDSCAPED TABLE IN THE PRINTED
PROSPECTUS, BUT HAD TO BE SPLIT INTO TWO TABLES TO ACCOMMODATE THE EDGAR FORMAT.
THE FOOTNOTES WHICH FOLLOW THE TABLES BELOW APPLY TO BOTH TABLES ON THIS PAGE.]

<TABLE>
<CAPTION>
                          PREMIUMS(1)                                    DEATH BENEFIT(2)(3)
                    ACCUMULATED AT INTEREST                          ASSUMING HYPOTHETICAL GROSS
   END OF                 PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
   POLICY           -----------------------              -----------------------------------------------------
    YEAR               4%              5%                   0%            4%             8%              12%
   ------           -------         -------              -------       -------        --------        --------
<S>                 <C>             <C>                  <C>           <C>            <C>             <C>     
      1             $   312         $   315              $30,195       $30,195        $ 30,210        $ 30,229
      2                 636             646               31,104        31,104          31,183          31,283
      3                 974             993               32,042        32,042          32,234          32,482
      4               1,325           1,358               33,009        33,009          33,363          33,829
      5               1,690           1,741               33,977        33,977          34,543          35,304

      6               2,069           2,143               35,003        35,003          35,381          36,971
      7               2,464           2,565               36,058        36,058          37,198          38,807
      8               2,875           3,008               37,143        37,143          38,646          40,817
      9               3,302           3,473               38,257        38,257          40,172          43,008
     10               3,746           3,962               39,400        39,400          41,779          45,388

     15               6,247           6,797               43,974        43,974          49,430          58,830
     20               9,291          10,416               43,974        43,974          53,823          73,195
     25              12,993          15,034               43,974        43,974          59,641          94,983
     30              17,498          20,928               43,974        43,974          67,022         126,924

55 (Age 65)          59,642          85,905               43,974        43,974         134,792         645,712
</TABLE>


                   CASH VALUE(2)
            ASSUMING HYPOTHETICAL GROSS
            ANNUAL INVESTMENT RETURN OF
- -----------------------------------------------------
  0%             4%             8%              12%
- ------        -------        -------         --------
$   26        $    28        $    31         $     33
   220            233            246              259
   411            442            474              508
   598            656            717              782
   788            881            982            1,092

   974          1,110          1,262            1,431
 1,156          1,342          1,557            1,804
 1,332          1,578          1,870            2,213
 1,504          1,818          2,201            2,663
 1,671          2,063          2,551            3,158

 2,459          3,362          4,652            6,497
 3,208          4,852          7,550           12,009
 3,933          6,575         11,561           21,129
 4,604          8,523         17,050           36,119

 5,878         19,389         82,508          404,081

(1) If premiums are paid more  frequently  than  annually the payments  would be
    $153  semi-annually,  $78 quarterly or $27 monthly.  The death  benefits and
    cash  values  shown  would  not be  affected  by the more  frequent  premium
    payments,  nor  would  such  amounts  be  affected  by  the  Insured's  risk
    classification.

(2) Assumes no policy loan has been made.

(3) The  amounts  shown for the death  benefit  at the end of the first  through
    fourteenth  Policy years take into  account the annual  increase in the face
    amount  (guaranteed  minimum death benefit) in such years.  The increases in
    the death  benefit in the 0% and 4% columns for the end of the first through
    fourteenth  Policy years result only from such  increases in the  guaranteed
    minimum  death benefit and are  unrelated to the  hypothetical  gross annual
    investment returns.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT  AND CASH VALUE FOR A POLICY  WOULD BE  DIFFERENT  FROM  THOSE  SHOWN IF
ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY AVERAGED 0%, 4%, 8%
OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW THAT AVERAGE
FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE DIFFERENT RATES OF
RETURN  OF THE  FUND  PORTFOLIOS,  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED 0%, 4%, 8% OR 12%, BUT VARIED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL DIVISIONS. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       24
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                                  BASIC POLICY

       $40,034 FACE AMOUNT                         MALE ISSUE AGE 25
(GUARANTEED MINIMUM DEATH BENEFIT)      $500 ANNUAL PREMIUM FOR STANDARD RISK(1)

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

[THE FOLLOWING TABLES APPEARED AS ONE LANDSCAPED TABLE IN THE PRINTED
PROSPECTUS, BUT HAD TO BE SPLIT INTO TWO TABLES TO ACCOMMODATE THE EDGAR FORMAT.
THE FOOTNOTES WHICH FOLLOW THE TABLES BELOW APPLY TO BOTH TABLES ON THIS PAGE.]

<TABLE>
<CAPTION>
                          PREMIUMS(1)                                      DEATH BENEFIT(2)
                    ACCUMULATED AT INTEREST                          ASSUMING HYPOTHETICAL GROSS
   END OF                 PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
   POLICY           -----------------------              ----------------------------------------------------
    YEAR               4%              5%                   0%            4%             8%             12%
   ------           -------         -------              -------       -------        -------        --------
<S>                 <C>             <C>                  <C>           <C>            <C>            <C>     
      1             $   520         $   525              $40,034       $40,034        $40,059        $ 40,090
      2               1,061           1,076               40,034        40,034         40,133          40,259
      3               1,623           1,655               40,034        40,034         40,256          40,544
      4               2,208           2,263               40,034        40,034         40,429          40,952
      5               2,816           2,901               40,034        40,034         40,655          41,496

      6               3,449           3,571               40,034        40,034         40,935          42,183
      7               4,107           4,275               40,034        40,034         41,270          43,021
      8               4,791           5,013               40,034        40,034         41,659          44,016
      9               5,503           5,789               40,034        40,034         42,103          45,177
     10               6,243           6,603               40,034        40,034         42,603          46,513

     15              10,412          11,329               40,034        40,034         45,957          56,162
     20              15,484          17,360               40,034        40,034         50,786          71,906
     25              21,656          25,057               40,034        40,034         57,191          95,840
     30              29,164          34,880               40,034        40,034         65,321         131,001

40 (Age 65)          49,413          63,419               40,034        40,034         87,684         254,387
</TABLE>


                   CASH VALUE(2)
            ASSUMING HYPOTHETICAL GROSS
            ANNUAL INVESTMENT RETURN OF
- -----------------------------------------------------
  0%             4%             8%              12%
- ------        -------        -------         --------
$   80        $    86        $    93         $     99
   389            415            441              467
   696            753            813              875
 1,001          1,102          1,211            1,328
 1,330          1,491          1,667            1,861

 1,656          1,890          2,154            2,451
 1,979          2,301          2,674            3,104
 2,299          2,725          3,230            3,828
 2,615          3,160          3,823            4,628
 2,929          3,608          4,456            5,514

 4,424          6,016          8,286           11,535
 5,748          8,659         13,420           21,282
 6,884         11,510         20,219           36,906
 7,825         14,525         29,093           61,649

 9,395         21,081         55,188          160,111

(1) If premiums are paid more  frequently  than  annually the payments  would be
    $255  semi-annually,  $130 quarterly or $44 monthly.  The death benefits and
    cash  values  shown  would  not be  affected  by the more  frequent  premium
    payments,  nor  would  such  amounts  be  affected  by  the  Insured's  risk
    classification.

(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT  AND CASH VALUE FOR A POLICY  WOULD BE  DIFFERENT  FROM  THOSE  SHOWN IF
ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY AVERAGED 0%, 4%, 8%
OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW THAT AVERAGE
FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE DIFFERENT RATES OF
RETURN  OF THE  FUND  PORTFOLIOS,  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED 0%, 4%, 8% OR 12%, BUT VARIED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL DIVISIONS. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       25
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                                 EXPANDED POLICY

       $29,541 FACE AMOUNT                         MALE ISSUE AGE 25
(GUARANTEED MINIMUM DEATH BENEFIT)      $500 ANNUAL PREMIUM FOR STANDARD RISK(1)

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

[THE FOLLOWING TABLES APPEARED AS ONE LANDSCAPED TABLE IN THE PRINTED
PROSPECTUS, BUT HAD TO BE SPLIT INTO TWO TABLES TO ACCOMMODATE THE EDGAR FORMAT.
THE FOOTNOTES WHICH FOLLOW THE TABLES BELOW APPLY TO BOTH TABLES ON THIS PAGE.]

<TABLE>
<CAPTION>
                          PREMIUMS(1)                                    DEATH BENEFIT(2)(3)
                    ACCUMULATED AT INTEREST                          ASSUMING HYPOTHETICAL GROSS
   END OF                 PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
   POLICY           -----------------------              ----------------------------------------------------
    YEAR               4%              5%                   0%            4%             8%             12%
   ------           -------         -------              -------       -------        -------        --------
<S>                 <C>             <C>                  <C>           <C>            <C>            <C>     
      1             $   520         $   525              $30,427       $30,427        $30,460        $ 30,502
      2               1,061           1,076               31,343        31,343         31,461          31,612
      3               1,623           1,655               32,288        32,288         32,543          32,874
      4               2,208           2,263               33,263        33,263         33,706          34,294
      5               2,816           2,901               34,238        34,238         34,926          35,859

      6               3,449           3,571               35,271        35,271         36,261          37,634
      7               4,107           4,275               36,335        36,335         37,682          39,596
      8               4,791           5,013               37,428        37,428         39,190          41,754
      9               5,503           5,789               38,551        38,551         40,785          44,114
     10               6,243           6,603               39,703        39,703         42,467          46,686

     15              10,412          11,329               44,311        44,311         50,595          61,470
     20              15,484          17,360               44,311        44,311         55,595          77,894
     25              21,656          25,057               44,311        44,311         62,157         102,683
     30              29,164          34,880               44,311        44,311         70,410         138,898

55 (Age 65)          49,413          63,419               44,311        44,311         92,742         264,957
</TABLE>


                   CASH VALUE(2)
            ASSUMING HYPOTHETICAL GROSS
            ANNUAL INVESTMENT RETURN OF
- -----------------------------------------------------
  0%             4%             8%              12%
- ------        -------        -------         --------
$  153        $   161        $   170         $    179
   476            506            537              568
   794            859            928              999
 1,108          1,222          1,344            1,475
 1,451          1,629          1,824            2,039

 1,790          2,046          2,335            2,661
 2,123          2,473          2,879            3,349
 2,451          2,911          3,458            4,108
 2,774          3,359          4,074            4,947
 3,091          3,818          4,730            5,872

 4,553          6,234          8,641           12,103
 5,794          8,824         13,818           22,118
 6,802         11,562         20,614           38,111
 7,540         14,356         29,378           63,326

 8,140         19,699         54,314          162,706

(1) If premiums are paid more  frequently  than  annually the payments  would be
    $255  semi-annually,  $130 quarterly or $44 monthly.  The death benefits and
    cash  values  shown  would  not be  affected  by the more  frequent  premium
    payments,  nor  would  such  amounts  be  affected  by  the  Insured's  risk
    classification.

(2) Assumes no policy loan has been made.

(3) The  amounts  shown for the death  benefit  at the end of the first  through
    fourteenth  Policy years take into  account the annual  increase in the face
    amount  (guaranteed  minimum death benefit) in such years.  The increases in
    the death  benefit in the 0% and 4% columns for the end of the first through
    fourteenth  Policy years result only from such  increases in the  guaranteed
    minimum  death benefit and are  unrelated to the  hypothetical  gross annual
    investment returns.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT  AND CASH VALUE FOR A POLICY  WOULD BE  DIFFERENT  FROM  THOSE  SHOWN IF
ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY AVERAGED 0%, 4%, 8%
OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW THAT AVERAGE
FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE DIFFERENT RATES OF
RETURN  OF THE  FUND  PORTFOLIOS,  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED 0%, 4%, 8% OR 12%, BUT VARIED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL DIVISIONS. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       26
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                                  BASIC POLICY

       $49,238 FACE AMOUNT                         MALE ISSUE AGE 40
(GUARANTEED MINIMUM DEATH BENEFIT)    $1,000 ANNUAL PREMIUM FOR STANDARD RISK(1)

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

[THE FOLLOWING TABLES APPEARED AS ONE LANDSCAPED TABLE IN THE PRINTED
PROSPECTUS, BUT HAD TO BE SPLIT INTO TWO TABLES TO ACCOMMODATE THE EDGAR FORMAT.
THE FOOTNOTES WHICH FOLLOW THE TABLES BELOW APPLY TO BOTH TABLES ON THIS PAGE.]

<TABLE>
<CAPTION>
                          PREMIUMS(1)                                      DEATH BENEFIT(2)
                    ACCUMULATED AT INTEREST                          ASSUMING HYPOTHETICAL GROSS
   END OF                 PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
   POLICY           -----------------------              ----------------------------------------------------
    YEAR               4%              5%                   0%            4%             8%             12%
   ------           -------         -------              -------       -------        -------        --------
<S>                 <C>             <C>                  <C>           <C>            <C>            <C>     
      1             $ 1,040         $ 1,050              $49,238       $49,238        $49,286        $ 49,346
      2               2,122           2,153               49,238        49,238         49,404          49,617
      3               3,246           3,310               49,238        49,238         49,593          50,053
      4               4,416           4,526               49,238        49,238         49,850          50,662
      5               5,633           5,802               49,238        49,238         50,177          51,454

      6               6,898           7,142               49,238        49,238         50,576          52,438
      7               8,214           8,549               49,238        49,238         51,046          53,621
      8               9,583          10,027               49,238        49,238         51,586          55,012
      9              11,006          11,578               49,238        49,238         52,196          56,620
     10              12,486          13,207               49,238        49,238         52,878          58,457

     15              20,824          22,657               49,238        49,238         57,353          71,501
     20              30,969          34,719               49,238        49,238         63,660          92,439

25 (Age 65)          43,312          50,113               49,238        49,238         71,913         124,015
</TABLE>


                   CASH VALUE(2)
            ASSUMING HYPOTHETICAL GROSS
            ANNUAL INVESTMENT RETURN OF
- -----------------------------------------------------
   0%             4%             8%              12%
- -------        -------        -------         --------
$   321        $   340        $   360          $   380
  1,022          1,091          1,161            1,233
  1,705          1,852          2,005            2,167
  2,370          2,623          2,897            3,190
  3,045          3,435          3,867            4,342

  3,700          4,257          4,888            5,603
  4,335          5,089          5,966            6,984
  4,950          5,930          7,100            8,496
  5,543          6,778          8,292           10,148
  6,115          7,633          9,546           11,955

  8,627         11,972         16,809           23,822
 10,551         16,333         25,967           42,151

 11,884         20,574         37,322           70,115

(1) If premiums are paid more  frequently  than  annually the payments  would be
    $510  semi-annually,  $258 quarterly or $87 monthly.  The death benefits and
    cash  values  shown  would  not be  affected  by the more  frequent  premium
    payments,  nor  would  such  amounts  be  affected  by  the  Insured's  risk
    classification.

(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT  AND CASH VALUE FOR A POLICY  WOULD BE  DIFFERENT  FROM  THOSE  SHOWN IF
ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY AVERAGED 0%, 4%, 8%
OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW THAT AVERAGE
FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE DIFFERENT RATES OF
RETURN  OF THE  FUND  PORTFOLIOS,  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED 0%, 4%, 8% OR 12%, BUT VARIED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL DIVISIONS. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       27
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                                 EXPANDED POLICY

       $34,754 FACE AMOUNT                        MALE ISSUE AGE 40
(GUARANTEED MINIMUM DEATH BENEFIT)    $1,000 ANNUAL PREMIUM FOR STANDARD RISK(1)

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

[THE FOLLOWING TABLES APPEARED AS ONE LANDSCAPED TABLE IN THE PRINTED
PROSPECTUS, BUT HAD TO BE SPLIT INTO TWO TABLES TO ACCOMMODATE THE EDGAR FORMAT.
THE FOOTNOTES WHICH FOLLOW THE TABLES BELOW APPLY TO BOTH TABLES ON THIS PAGE.]

<TABLE>
<CAPTION>
                          PREMIUMS(1)                                    DEATH BENEFIT(2)(3)
                    ACCUMULATED AT INTEREST                          ASSUMING HYPOTHETICAL GROSS
   END OF                 PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
   POLICY           -----------------------              -----------------------------------------------------
    YEAR               4%              5%                   0%            4%             8%              12%
   ------           -------         -------              -------       -------        --------        --------
<S>                 <C>             <C>                  <C>           <C>            <C>             <C>     
      1             $ 1,040         $ 1,050              $35,796       $35,796        $35,852         $35,921
      2               2,122           2,153               36,873        36,873         37,060          37,297
      3               3,246           3,310               37,986        37,986         38,379          38,889
      4               4,416           4,526               39,133        39,133         39,806          40,700
      5               5,633           5,802               40,280        40,280         41,310          42,710

      6               6,898           7,142               41,496        41,496         42,959          44,996
      7               8,214           8,549               42,747        42,747         44,720          47,532
      8               9,583          10,027               44,033        44,033         46,591          50,327
      9              11,006          11,578               45,353        45,353         48,573          53,392
     10              12,486          13,207               46,709        46,709         50,666          56,737

     15              20,824          22,657               52,131        52,131         60,904          76,223
     20              30,969          34,719               52,131        52,131         67,604          98,584

25 (Age 65)          43,312          50,113               52,131        52,131         76,279         132,073
</TABLE>


                   CASH VALUE(2)
            ASSUMING HYPOTHETICAL GROSS
            ANNUAL INVESTMENT RETURN OF
- -----------------------------------------------------
   0%             4%             8%              12%
- -------        -------        -------         --------
$   450        $   473        $   495          $   518
  1,203          1,280          1,359            1,439
  1,939          2,101          2,271            2,450
  2,655          2,934          3,235            3,557
  3,381          3,808          4,281            4,802

  4,085          4,693          5,384            6,165
  4,767          5,589          6,545            7,657
  5,425          6,491          7,766            9,288
  6,057          7,399          9,047           11,068
  6,662          8,310         10,390           13,011

  9,182         12,789         18,017           25,611
 10,955         17,126         27,458           44,880

 12,067         21,243         39,069           74,185

(1) If premiums are paid more  frequently  than  annually the payments  would be
    $510  semi-annually,  $258 quarterly or $87 monthly.  The death benefits and
    cash  values  shown  would  not be  affected  by the more  frequent  premium
    payments,  nor  would  such  amounts  be  affected  by  the  Insured's  risk
    classification.

(2) Assumes no policy loan has been made.

(3) The  amounts  shown for the death  benefit  at the end of the first  through
    fourteenth  Policy years take into  account the annual  increase in the face
    amount  (guaranteed  minimum death benefit) in such years.  The increases in
    the death  benefit in the 0% and 4% columns for the end of the first through
    fourteenth  Policy years result only from such  increases in the  guaranteed
    minimum  death benefit and are  unrelated to the  hypothetical  gross annual
    investment returns.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT  AND CASH VALUE FOR A POLICY  WOULD BE  DIFFERENT  FROM  THOSE  SHOWN IF
ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY AVERAGED 0%, 4%, 8%
OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW THAT AVERAGE
FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE DIFFERENT RATES OF
RETURN  OF THE  FUND  PORTFOLIOS,  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED 0%, 4%, 8% OR 12%, BUT VARIED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL DIVISIONS. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       28
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                                  BASIC POLICY

       $42,654 FACE AMOUNT                          FEMALE ISSUE AGE 10
(GUARANTEED MINIMUM DEATH BENEFIT)      $300 ANNUAL PREMIUM FOR STANDARD RISK(1)

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

[THE FOLLOWING TABLES APPEARED AS ONE LANDSCAPED TABLE IN THE PRINTED
PROSPECTUS, BUT HAD TO BE SPLIT INTO TWO TABLES TO ACCOMMODATE THE EDGAR FORMAT.
THE FOOTNOTES WHICH FOLLOW THE TABLES BELOW APPLY TO BOTH TABLES ON THIS PAGE.]

<TABLE>
<CAPTION>
                          PREMIUMS(1)                                      DEATH BENEFIT(2)
                    ACCUMULATED AT INTEREST                          ASSUMING HYPOTHETICAL GROSS
   END OF                 PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
   POLICY           -----------------------              -----------------------------------------------------
    YEAR               4%              5%                   0%            4%             8%              12%
   ------           -------         -------              -------       -------        --------        --------
<S>                 <C>             <C>                  <C>           <C>            <C>             <C>     
      1             $   312         $   315              $42,654       $42,654        $ 42,671        $ 42,692
      2                 636             646               42,654        42,654          42,741          42,851
      3                 974             993               42,654        42,654          42,864          43,135
      4               1,325           1,358               42,654        42,654          43,040          43,550
      5               1,690           1,741               42,654        42,654          43,272          44,105

      6               2,069           2,143               42,654        42,654          43,559          44,806
      7               2,464           2,565               42,654        42,654          43,901          45,660
      8               2,875           3,008               42,654        42,654          44,299          46,676
      9               3,302           3,473               42,654        42,654          44,754          47,862
     10               3,746           3,962               42,654        42,654          45,266          49,226

     15               6,247           6,797               42,654        42,654          48,695          59,082
     20               9,291          10,416               42,654        42,654          53,646          75,193
     25              12,993          15,034               42,654        42,654          60,256          99,768
     30              17,498          20,928               42,654        42,654          68,700         135,933

55 (Age 65)          53,393          79,106               42,654        42,654         145,533         721,273
</TABLE>


                   CASH VALUE(2)
            ASSUMING HYPOTHETICAL GROSS
            ANNUAL INVESTMENT RETURN OF
- -----------------------------------------------------
  0%             4%             8%              12%
- ------        -------        -------         --------
$   12        $    15        $    17         $     20
   200            212            225              238
   386            416            447              479
   569            624            684              747
   754            843            940            1,046

   937          1,067          1,214            1,378
 1,117          1,298          1,506            1,745
 1,295          1,534          1,817            2,150
 1,471          1,776          2,147            2,596
 1,642          2,023          2,497            3,087

 2,459          3,345          4,607            6,410
 3,248          4,871          7,522           11,888
 4,032          6,657         11,580           20,973
 4,804          8,734         17,206           36,011

 4,601         18,399         83,802          415,330

(1) If premiums are paid more  frequently  than  annually the payments  would be
    $153  semi-annually,  $78 quarterly or $27 monthly.  The death  benefits and
    cash  values  shown  would  not be  affected  by the more  frequent  premium
    payments,  nor  would  such  amounts  be  affected  by  the  Insured's  risk
    classification.

(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT  AND CASH VALUE FOR A POLICY  WOULD BE  DIFFERENT  FROM  THOSE  SHOWN IF
ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY AVERAGED 0%, 4%, 8%
OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW THAT AVERAGE
FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE DIFFERENT RATES OF
RETURN  OF THE  FUND  PORTFOLIOS,  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED 0%, 4%, 8% OR 12%, BUT VARIED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL DIVISIONS. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       29
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                                 EXPANDED POLICY

        $33,708 FACE AMOUNT                        FEMALE ISSUE AGE 10
(GUARANTEED MINIMUM DEATH BENEFIT)      $300 ANNUAL PREMIUM FOR STANDARD RISK(1)

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

[THE FOLLOWING TABLES APPEARED AS ONE LANDSCAPED TABLE IN THE PRINTED
PROSPECTUS, BUT HAD TO BE SPLIT INTO TWO TABLES TO ACCOMMODATE THE EDGAR FORMAT.
THE FOOTNOTES WHICH FOLLOW THE TABLES BELOW APPLY TO BOTH TABLES ON THIS PAGE.]

<TABLE>
<CAPTION>
                          PREMIUMS(1)                                    DEATH BENEFIT(2)(3)
                    ACCUMULATED AT INTEREST                          ASSUMING HYPOTHETICAL GROSS
   END OF                 PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
   POLICY           -----------------------              -----------------------------------------------------
    YEAR               4%              5%                   0%            4%             8%              12%
   ------           -------         -------              -------       -------        --------        --------
<S>                 <C>             <C>                  <C>           <C>            <C>             <C>     
      1             $   312         $   315              $34,719       $34,719        $ 34,732        $ 34,748
      2                 636             646               35,764        35,764          35,846          35,948
      3                 974             993               36,842        36,842          37,049          37,315
      4               1,325           1,358               37,955        37,955          38,343          38,852
      5               1,690           1,741               39,067        39,067          39,693          40,534

      6               2,069           2,143               40,247        40,247          41,167          42,433
      7               2,464           2,565               41,460        41,460          42,732          44,524
      8               2,875           3,008               42,708        42,708          44,389          46,813
      9               3,302           3,473               43,988        43,988          46,136          49,309
     10               3,746           3,962               45,303        45,303          47,974          52,019

     15               6,247           6,797               50,562        50,562          56,715          67,297
     20               9,291          10,416               50,562        50,562          61,670          83,499
     25              12,993          15,034               50,562        50,562          68,220         108,044
     30              17,498          20,928               50,562        50,562          76,529         144,011

55 (Age 65)          59,641          85,903               50,562        50,562         152,983         727,459
</TABLE>


                   CASH VALUE(2)
            ASSUMING HYPOTHETICAL GROSS
            ANNUAL INVESTMENT RETURN OF
- -----------------------------------------------------
  0%             4%             8%              12%
- ------        -------        -------         --------
$    7        $     9        $    11         $     13
   206            218            229              242
   402            431            462              494
   594            650            709              773
   785            875            974            1,081

   972          1,105          1,255            1,421
 1,156          1,341          1,553            1,796
 1,336          1,581          1,869            2,209
 1,511          1,824          2,203            2,661
 1,681          2,070          2,555            3,158

 2,452          3,353          4,639            6,475
 3,168          4,801          7,478           11,901
 3,873          6,487         11,422           20,890
 4,555          8,432         16,873           35,747

 6,259         20,283         85,423          416,224

(1) If premiums are paid more  frequently  than  annually the payments  would be
    $157  semi-annually,  $78 quarterly or $27 monthly.  The death  benefits and
    cash  values  shown  would  not be  affected  by the more  frequent  premium
    payments,  nor  would  such  amounts  be  affected  by  the  Insured's  risk
    classification.

(2) Assumes no policy loan has been made.

(3) The  amounts  shown for the death  benefit  at the end of the first  through
    fourteenth  Policy years take into  account the annual  increase in the face
    amount  (guaranteed  minimum death benefit) in such years.  The increases in
    the death  benefit in the 0% and 4% columns for the end of the first through
    fourteenth  Policy years result only from such  increases in the  guaranteed
    minimum  death benefit and are  unrelated to the  hypothetical  gross annual
    investment returns.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT  AND CASH VALUE FOR A POLICY  WOULD BE  DIFFERENT  FROM  THOSE  SHOWN IF
ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY AVERAGED 0%, 4%, 8%
OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW THAT AVERAGE
FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE DIFFERENT RATES OF
RETURN  OF THE  FUND  PORTFOLIOS,  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED 0%, 4%, 8% OR 12%, BUT VARIED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL DIVISIONS. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       30
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                                  BASIC POLICY

       $37,605 FACE AMOUNT                        FEMALE ISSUE AGE 25
(GUARANTEED MINIMUM DEATH BENEFIT)      $500 ANNUAL PREMIUM FOR STANDARD RISK(1)

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

[THE FOLLOWING TABLES APPEARED AS ONE LANDSCAPED TABLE IN THE PRINTED
PROSPECTUS, BUT HAD TO BE SPLIT INTO TWO TABLES TO ACCOMMODATE THE EDGAR FORMAT.
THE FOOTNOTES WHICH FOLLOW THE TABLES BELOW APPLY TO BOTH TABLES ON THIS PAGE.]

<TABLE>
<CAPTION>
                          PREMIUMS(1)                                      DEATH BENEFIT(2)
                    ACCUMULATED AT INTEREST                          ASSUMING HYPOTHETICAL GROSS
   END OF                 PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
   POLICY           -----------------------              ----------------------------------------------------
    YEAR               4%              5%                   0%            4%             8%             12%
   ------           -------         -------              -------       -------        -------        --------
<S>                 <C>             <C>                  <C>           <C>            <C>            <C>     
      1             $   520         $   525              $45,898       $45,898        $45,921        $ 45,950
      2               1,061           1,076               45,898        45,898         46,000          46,131
      3               1,623           1,655               45,898        45,898         46,136          46,445
      4               2,208           2,263               45,898        45,898         46,329          46,899
      5               2,816           2,901               45,898        45,898         46,582          47,507

      6               3,449           3,571               45,898        45,898         46,895          48,274
      7               4,107           4,275               45,898        45,898         47,270          49,210
      8               4,791           5,013               45,898        45,898         47,706          50,323
      9               5,503           5,789               45,898        45,898         48,204          51,623
     10               6,243           6,603               45,898        45,898         48,765          53,119

     15              10,412          11,329               45,898        45,898         52,537          63,952
     20              15,484          17,360               45,898        45,898         57,993          81,687
     25              21,656          25,057               45,898        45,898         65,259         108,718
     30              29,164          34,880               45,898        45,898         74,502         148,463

40 (Age 65)          49,413          63,419               45,898        45,898         99,952         287,894
</TABLE>


                   CASH VALUE(2)
            ASSUMING HYPOTHETICAL GROSS
            ANNUAL INVESTMENT RETURN OF
- -----------------------------------------------------
  0%             4%             8%              12%
- ------        -------        -------         --------
$   42        $    48        $    53         $     58
   358            381            405              429
   671            725            781              840
   981          1,079          1,185            1,297
 1,305          1,461          1,633            1,820

 1,627          1,855          2,112            2,400
 1,946          2,261          2,625            3,044
 2,262          2,679          3,173            3,757
 2,576          3,110          3,759            4,547
 2,887          3,554          4,385            5,421

 4,403          5,974          8,210           11,402
 5,811          8,711         13,441           21,228
 7,053         11,713         20,450           37,125
 8,125         14,958         29,733           62,589

 9,916         22,140         57,555          165,778

(1) If premiums are paid more  frequently  than  annually the payments  would be
    $255  semi-annually,  $130 quarterly or $44 monthly.  The death benefits and
    cash  values  shown  would  not be  affected  by the more  frequent  premium
    payments,  nor  would  such  amounts  be  affected  by  the  Insured's  risk
    classification.

(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT  AND CASH VALUE FOR A POLICY  WOULD BE  DIFFERENT  FROM  THOSE  SHOWN IF
ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY AVERAGED 0%, 4%, 8%
OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW THAT AVERAGE
FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE DIFFERENT RATES OF
RETURN  OF THE  FUND  PORTFOLIOS,  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED 0%, 4%, 8% OR 12%, BUT VARIED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL DIVISIONS. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       31
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                                 EXPANDED POLICY

       $45,898 FACE AMOUNT                        FEMALE ISSUE AGE 25
(GUARANTEED MINIMUM DEATH BENEFIT)      $500 ANNUAL PREMIUM FOR STANDARD RISK(1)

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

[THE FOLLOWING TABLES APPEARED AS ONE LANDSCAPED TABLE IN THE PRINTED
PROSPECTUS, BUT HAD TO BE SPLIT INTO TWO TABLES TO ACCOMMODATE THE EDGAR FORMAT.
THE FOOTNOTES WHICH FOLLOW THE TABLES BELOW APPLY TO BOTH TABLES ON THIS PAGE.]

<TABLE>
<CAPTION>
                          PREMIUMS(1)                                    DEATH BENEFIT(2)(3)
                    ACCUMULATED AT INTEREST                          ASSUMING HYPOTHETICAL GROSS
   END OF                 PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
   POLICY           -----------------------              -----------------------------------------------------
    YEAR               4%              5%                   0%            4%             8%              12%
   ------           -------         -------              -------       -------        --------        --------
<S>                 <C>             <C>                  <C>           <C>            <C>             <C>     
      1             $   520         $   525              $35,413       $35,413        $ 35,447        $ 35,489
      2               1,061           1,076               36,479        36,479          36,604          36,762
      3               1,623           1,655               37,579        37,579          37,852          38,206
      4               2,208           2,263               38,714        38,714          39,192          39,827
      5               2,816           2,901               39,848        39,848          40,595          41,609

      6               3,449           3,571               41,052        41,052          42,131          43,628
      7               4,107           4,275               42,289        42,289          43,764          45,857
      8               4,791           5,013               43,561        43,561          45,495          48,305
      9               5,503           5,789               44,868        44,868          47,326          50,982
     10               6,243           6,603               46,209        46,209          49,254          53,896

     15              10,412          11,329               51,573        51,573          58,538          70,567
     20              15,484          17,360               51,573        51,573          64,137          88,895
     25              21,656          25,057               51,573        51,573          71,522         116,639
     30              29,164          34,880               51,573        51,573          80,839         157,228

40 (Age 65)          49,413          63,419               51,573        51,573         106,116         298,586
</TABLE>


                   CASH VALUE(2)
            ASSUMING HYPOTHETICAL GROSS
            ANNUAL INVESTMENT RETURN OF
- -----------------------------------------------------
  0%             4%             8%              12%
- ------        -------        -------         --------
$  124        $   131        $   139         $    146
   440            468            497              526
   752            814            878              945
 1,060          1,168          1,284            1,409
 1,398          1,568          1,754            1,960

 1,731          1,977          2,255            2,568
 2,060          2,398          2,789            3,240
 2,384          2,829          3,357            3,983
 2,703          3,270          3,961            4,803
 3,016          3,721          4,604            5,707

 4,494          6,134          8,479           11,843
 5,819          8,810         13,721           21,857
 6,938         11,693         20,689           38,000
 7,817         14,717         29,821           63,756

 8,728         20,769         56,456          167,286

(1) If premiums are paid more  frequently  than  annually the payments  would be
    $255  semi-annually,  $130 quarterly or $44 monthly.  The death benefits and
    cash  values  shown  would  not be  affected  by the more  frequent  premium
    payments,  nor  would  such  amounts  be  affected  by  the  Insured's  risk
    classification.

(2) Assumes no policy loan has been made.

(3) The  amounts  shown for the death  benefit  at the end of the first  through
    fourteenth  Policy years take into  account the annual  increase in the face
    amount  (guaranteed  minimum death benefit) in such years.  The increases in
    the death  benefit in the 0% and 4% columns for the end of the first through
    fourteenth  Policy years result only from such  increases in the  guaranteed
    minimum  death benefit and are  unrelated to the  hypothetical  gross annual
    investment returns.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT  AND CASH VALUE FOR A POLICY  WOULD BE  DIFFERENT  FROM  THOSE  SHOWN IF
ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY AVERAGED 0%, 4%, 8%
OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW THAT AVERAGE
FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE DIFFERENT RATES OF
RETURN  OF THE  FUND  PORTFOLIOS,  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED 0%, 4%, 8% OR 12%, BUT VARIED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL DIVISIONS. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       32
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                                  BASIC POLICY

        $57,396 FACE AMOUNT                       FEMALE ISSUE AGE 40
(GUARANTEED MINIMUM DEATH BENEFIT)    $1,000 ANNUAL PREMIUM FOR STANDARD RISK(1)

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

[THE FOLLOWING TABLES APPEARED AS ONE LANDSCAPED TABLE IN THE PRINTED
PROSPECTUS, BUT HAD TO BE SPLIT INTO TWO TABLES TO ACCOMMODATE THE EDGAR FORMAT.
THE FOOTNOTES WHICH FOLLOW THE TABLES BELOW APPLY TO BOTH TABLES ON THIS PAGE.]

<TABLE>
<CAPTION>
                          PREMIUMS(1)                                      DEATH BENEFIT(2)
                    ACCUMULATED AT INTEREST                          ASSUMING HYPOTHETICAL GROSS
   END OF                 PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
   POLICY           -----------------------              ----------------------------------------------------
    YEAR               4%              5%                   0%            4%             8%             12%
   ------           -------         -------              -------       -------        -------        --------
<S>                 <C>             <C>                  <C>           <C>            <C>            <C>     
      1             $ 1,040         $ 1,050              $57,396       $57,396        $57,446        % 57,509
      2               2,122           2,153               57,396        57,396         57,576          57,805
      3               3,246           3,310               57,396        57,396         57,784          58,289
      4               4,416           4,526               57,396        57,396         58,070          58,968
      5               5,633           5,802               57,396        57,396         58,439          59,857

      6               6,898           7,142               57,396        57,396         58,889          60,964
      7               8,214           8,549               57,396        57,396         59,420          62,301
      8               9,583          10,027               57,396        57,396         60,032          63,875
      9              11,006          11,578               57,396        57,396         60,726          65,699
     10              12,486          13,207               57,396        57,396         61,502          67,785

     15              20,824          22,657               57,396        57,396         66,616          82,643
     20              30,969          34,719               57,396        57,396         73,853         106,568

25 (Age 65)          43,312          50,113               57,396        57,396         83,351         142,705
</TABLE>


                   CASH VALUE(2)
            ASSUMING HYPOTHETICAL GROSS
            ANNUAL INVESTMENT RETURN OF
- -----------------------------------------------------
  0%             4%             8%              12%
- ------        -------        -------         --------
$   305         $   323        $   341          $   359
  1,007           1,073          1,140            1,208
  1,696           1,837          1,986            2,142
  2,368           2,615          2,881            3,167
  3,063           3,446          3,869            4,335

  3,739           4,290          4,913            5,617
  4,399           5,147          6,016            7,025
  5,040           6,017          7,182            8,569
  5,663           6,900          8,413           10,264
  6,268           7,794          9,713           12,123

  8,991          12,409         17,337           24,457
 11,173          17,172         27,123           43,770

 12,814          21,970         39,517           73,695

(1) If premiums are paid more  frequently  than  annually the payments  would be
    $510  semi-annually,  $258 quarterly or $87 monthly.  The death benefits and
    cash  values  shown  would  not be  affected  by the more  frequent  premium
    payments,  nor  would  such  amounts  be  affected  by  the  Insured's  risk
    classification.

(2) Assumes no policy loan has been made.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT  AND CASH VALUE FOR A POLICY  WOULD BE  DIFFERENT  FROM  THOSE  SHOWN IF
ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY AVERAGED 0%, 4%, 8%
OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW THAT AVERAGE
FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE DIFFERENT RATES OF
RETURN  OF THE  FUND  PORTFOLIOS,  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED 0%, 4%, 8% OR 12%, BUT VARIED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL DIVISIONS. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       33
<PAGE>


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

                    EQUITABLE VARIABLE LIFE INSURANCE COMPANY

                                 EXPANDED POLICY

       $40,756 FACE AMOUNT                        FEMALE ISSUE AGE 40
(GUARANTEED MINIMUM DEATH BENEFIT)    $1,000 ANNUAL PREMIUM FOR STANDARD RISK(1)

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

[THE FOLLOWING TABLES APPEARED AS ONE LANDSCAPED TABLE IN THE PRINTED
PROSPECTUS, BUT HAD TO BE SPLIT INTO TWO TABLES TO ACCOMMODATE THE EDGAR FORMAT.
THE FOOTNOTES WHICH FOLLOW THE TABLES BELOW APPLY TO BOTH TABLES ON THIS PAGE.]

<TABLE>
<CAPTION>
                          PREMIUMS(1)                                    DEATH BENEFIT(2)(3)
                    ACCUMULATED AT INTEREST                          ASSUMING HYPOTHETICAL GROSS
   END OF                 PER ANNUM OF                               ANNUAL INVESTMENT RETURN OF
   POLICY           -----------------------              ----------------------------------------------------
    YEAR               4%              5%                   0%            4%             8%             12%
   ------           -------         -------              -------       -------        -------        --------
<S>                 <C>             <C>                  <C>           <C>            <C>            <C>     
      1             $ 1,040         $ 1,050              $41,978       $41,978        $42,038        $ 42,112
      2               2,122           2,153               43,242        43,242         43,445          43,704
      3               3,246           3,310               44,546        44,546         44,977          45,537
      4               4,416           4,526               45,891        45,891         46,633          47,619
      5               5,633           5,802               47,236        47,376         48,376          49,926

      6               6,898           7,142               48,662        48,662         50,287          52,547
      7               8,214           8,549               50,129        50,129         52,325          55,453
      8               9,583          10,027               51,637        51,637         54,491          58,653
      9              11,006          11,578               53,186        53,186         56,783          62,160
     10              12,486          13,207               54,776        54,776         59,202          65,985

     15              20,824          22,657               61,134        61,134         70,999          88,188
     20              30,969          34,719               61,134        61,134         78,599         113,460

25 (Age 65)          43,312          50,113               61,134        61,134         88,471         151,369
</TABLE>


                   CASH VALUE(2)
            ASSUMING HYPOTHETICAL GROSS
            ANNUAL INVESTMENT RETURN OF
- ------------------------------------------------------
   0%             4%             8%              12%
- -------        -------        -------         --------
$   431        $   453        $   474          $   496
  1,177          1,251          1,327            1,404
  1,908          2,065          2,230            2,402
  2,622          2,894          3,186            3,500
  3,358          3,776          4,239            4,748

  4,074          4,672          5,350            6,117
  4,771          5,581          6,524            7,618
  5,447          6,502          7,762            9,265
  6,099          7,432          9,066           11,068
  6,729          8,370         10,438           13,041

  9,436         13,082         18,352           25,989
 11,458         17,786         28,342           46,082

 12,855         22,410         40,881           77,099

(1) If premiums are paid more  frequently  than  annually the payments  would be
    $510  semi-annually,  $258 quarterly or $87 monthly.  The death benefits and
    cash  values  shown  would  not be  affected  by the more  frequent  premium
    payments,  nor  would  such  amounts  be  affected  by  the  Insured's  risk
    classification.

(2) Assumes no policy loan has been made.

(3) The  amounts  shown for the death  benefit  at the end of the first  through
    fourteenth  Policy years take into  account the annual  increase in the face
    amount  (guaranteed  minimum death benefit) in such years.  The increases in
    the death  benefit in the 0% and 4% columns for the end of the first through
    fourteenth  Policy years result only from such  increases in the  guaranteed
    minimum  death benefit and are  unrelated to the  hypothetical  gross annual
    investment returns.

IT IS EMPHASIZED THAT THE HYPOTHETICAL  INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT  RESULTS.
ACTUAL  INVESTMENT  RESULTS  MAY BE MORE OR LESS  THAN  THOSE  SHOWN.  THE DEATH
BENEFIT  AND CASH VALUE FOR A POLICY  WOULD BE  DIFFERENT  FROM  THOSE  SHOWN IF
ACTUAL RATES OF INVESTMENT  RETURN  APPLICABLE TO THE POLICY AVERAGED 0%, 4%, 8%
OR 12% OVER A PERIOD OF YEARS,  BUT ALSO FLUCTUATED  ABOVE OR BELOW THAT AVERAGE
FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD
ALSO BE DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE
TO THE INVESTMENT  DIVISIONS OF THE SEPARATE  ACCOUNT AND THE DIFFERENT RATES OF
RETURN  OF THE  FUND  PORTFOLIOS,  IF THE  ACTUAL  RATES  OF  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY  AVERAGED 0%, 4%, 8% OR 12%, BUT VARIED ABOVE OR BELOW
THAT AVERAGE FOR INDIVIDUAL DIVISIONS. NO REPRESENTATIONS CAN BE MADE THAT THESE
HYPOTHETICAL  RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.

                                       34
<PAGE>


- --------------------------------------------------------------------------------
YOU WILL RECEIVE
PERIODIC REPORTS

As a policy owner, you will receive an annual statement about your policy giving
you the status as of the first day of the current policy year of:

o  the way the net annual premium is divided between the Divisions;
o  the death benefit;
o  the cash value; and
o  your outstanding policy loans.

Notice will also be sent to you for policy issuance, transfers of funds between
Division and certain other policy transactions.

We will not send you an annual statement for any year your policy is in effect
under an option on lapse.

You will also receive a billing notice each year showing accrued interest for
the past policy year if you have a policy loan outstanding.

We will also send you semiannual reports with financial information on the
Separate Account and the Fund (including a list of the investments held by each
Portfolio of the Fund in which the Divisions invest) as required by the 1940
Act.

- --------------------------------------------------------------------------------
THE IMPACT OF
TAXES
POLICY PROCEEDS

The Tax Reform Act of 1984 (1984 Act) includes a definition of life insurance
for tax purposes. Our variable life policies meet the statutory definition of
life insurance and hence will receive the same Federal income tax treatment as
fixed benefit life insurance. Thus, (a) the death benefit under our policies
will be excludable from the gross income of the beneficiary under Section
101(a)(1) of the Internal Revenue Code (Code) and (b) the policy owner will not
be deemed to be in constructive receipt of the cash value under the policy until
the policy is actually surrendered. Only then would the owner be taxed on any
increase in cash value due to investment experience.

In general if you return your policy for its cash value, you will not be taxed
on the amount you receive, except for the portion which exceeds the premiums you
have paid.

A split of the policy into two policies followed by a return of one for cash, or
an exchange referred to under CANCELLATION AND EXCHANGE RIGHTS, may result in
taxable income to the policy owner depending on the circumstances. We suggest
you consult your tax adviser.

The 1984 Act also gives the Secretary of the Treasury authority to set standards
for diversification of the investments underlying variable life policies in
order for such policies to be treated as life insurance. Based on a Temporary
Regulation, we believe that we will have 90 days following publication in the
Federal Register of the regulations prescribing diversification standards to
comply with those standards. We do not anticipate any problem in complying with
the regulatory standards within the 90-day period.

We also believe that loans received under the policies will be treated as
indebtedness of an owner, and that no part of any loan under a policy will
constitute income to the owner.

The individual situation of each policy owner or beneficiary will determine how
ownership or receipt of policy proceeds will be treated for purposes of Federal
estate tax as well as state and local estate, inheritance and other taxes.

See the prospectus of the Fund for discussion of the Fund's tax aspects.

- --------------------------------------------------------------------------------
PENSION AND PROFIT
SHARING PLANS

If our policies are purchased by a trust which forms part of a pension or profit
sharing plan qualified under Section 401(a) of the Code for the benefit of
participants covered under the plan, the Federal income tax treatment with
respect to our policies will be somewhat different from that described above. We
suggest you consult your tax adviser.

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

                                       35
<PAGE>


- --------------------------------------------------------------------------------
The first difference is that the current value of the "at risk" portion of our
policies, that is, the amount by which the current death benefit exceeds the
cash value, is treated as a "current fringe benefit" and is required to be
included annually in the plan participant's gross income. This value, commonly
referred to as the "P.S. 58 cost", is computed by using tables published by the
Internal Revenue Service and is reported to the participant annually as an
addition to wages and salaries on the Form W-2 annually furnished by the
employer who is maintaining the plan.

Second, if the plan participant dies while covered by the plan and the policy
proceeds are paid to the participant's beneficiary, then a portion of the
proceeds of our policies may be includable in the gross income of the
beneficiary. The 1984 Act repeals the $100,000 exclusion for death benefits
payable under qualified plans effective for deaths after December 31, 1984.

- --------------------------------------------------------------------------------
OUR INCOME TAXES

Under the life insurance company tax provisions of the Code, as amended by the
1984 Act, variable life insurance is treated in a manner consistent with fixed
life insurance. The operations of the Separate Account are included in the
Federal income tax return of Equitable Variable. Under current tax law,
Equitable Variable pays no tax on investment income and capital gains reflected
in variable life insurance policy reserves. Consequently, no charge is currently
being made to either Division of the Separate Account for our Federal income
taxes. We reserve the right, however, to make such a charge in the future, if
the law changes and we incur Federal income tax which is attributable to the
Separate Account. If such a charge is made, it would be set aside as a provision
for taxes which we would keep in the affected Division rather than in our
general account. We anticipate that our variable life policy owners will benefit
from any investment earnings that are not needed to maintain this provision.

We may have to pay state and local taxes (in addition to premium taxes) in
several states. At present, these taxes are not substantial. If they increase,
however, charges may be made for such taxes when they are attributable to the
Separate Account.

- --------------------------------------------------------------------------------
TAX REFORM

The President of the United States recently submitted a comprehensive set of tax
reform proposals to Congress. These proposals were substantially modified by the
House of Representatives which adopted a comprehensive tax reform bill. The
Senate is also considering comprehensive tax reform. The House bill would not
affect the taxes paid by life insurance companies such as Equitable Variable as
they relate to our Separate Account and would not alter the favorable tax
treatment of life insurance policies described in this prospectus. The ultimate
nature and the prospects for enactment of proposals for tax reform and their
precise effect are uncertain at this time.

- --------------------------------------------------------------------------------
GENERAL PROVISIONS
OF OUR POLICIES

This section of the prospectus describes the general provisions of our policies
and is subject to the terms of the policy you buy. You can review copies of our
Basic and Expanded Policies upon request.

The minimum face amount of a policy you may apply for is $25,000. The Basic
Policy may be issued to age 75 and the Expanded Policy to age 65. Before issuing
any policy, we require satisfactory evidence of insurability.

You will pay your premium and handle all other business connected with your
policy at your regional Life Insurance Center shown on page 3 of your policy.

- --------------------------------------------------------------------------------
PREMIUMS

Your premium is due on or before the due date shown in the policy and may be
paid annually, semiannually, quarterly or monthly. Monthly payments can be made
through a direct automatic payment plan arranged with your bank. You can request
a change in the frequency of the premium payment by writing to your regional
Life Insurance Center.

Premiums for the Basic Policy are payable for 40 years (but never beyond an
insured's attained age of 95). Premiums for the Expanded Policy are payable for
the insured's lifetime. The length of time during which your premium must be
paid is called the premium payment period.

Premiums are not affected by the investment experience of the Separate Account,
or, in the case of our Expanded Policy, by increases in the policy's face
amount. We guarantee that your premium will not go up during your premium
payment period.

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

                                       36
<PAGE>


- --------------------------------------------------------------------------------
Because the Basic Policy does not provide for an increasing guaranteed minimum,
the premium for it is lower than for the Expanded Policy, which does have this
feature.

We offer reduced premiums if the insured is a standard risk and meets additional
requirements as to smoking habits. The reduction is greater for face amounts of
at least $100,000. Non-smoker rates are available for ages 20 and over.

We will charge an additional premium if an extra mortality risk is involved or
if you want certain optional insurance benefits.

YOU CAN CHOOSE THE DIVISION OR DIVISIONS WHERE YOUR NET ANNUAL PREMIUM WILL BE
PUT. You can decide how your net annual premium will be applied to the
Divisions. You can put the whole net annual premium in either Division, or you
can put a percentage in each Division. Percentages cannot be fractions and must
add up to 100.

You make your initial decision on the application for your policy. You can write
to your regional Life Insurance Center at any time requesting to change your
decision. Regardless of when you make your request, changes go into effect only
on the next policy anniversary because we allocate net annual premiums to the
Separate Account only on policy anniversaries. It may not always be possible to
make a change that is received less than 7 days before a policy anniversary. In
this case, the change will not go into effect until the policy anniversary
following the entire next policy year.

HOW WE USE PREMIUMS. Premiums are used to cover expenses and to pay death
benefits. The amount of your annual premium does not change during the premium
payment period.

The way we use the premium does change. This is because, in early policy years,
policy expenses are greater and the risk of paying death benefits is less than
in later policy years. The risk of paying death benefits increases as the
insured gets older, while expenses decrease. Part of the net annual premium put
into the Separate Account in early policy years is used to pay death benefits in
those years, while the balance is used as a reserve to pay death benefits in
later policy years. The net annual premium in early policy years is more than
what is needed to meet death benefits. The net annual premium in later policy
years is less than what is needed to meet death benefits. If the net annual
premiums exceed what is needed to meet death benefits over the years, the excess
contributes to our profits.

Part of our premiums are retained in our general account as a reserve to cover
the possibility that, at an insured's death, the guaranteed minimum will be more
than what would have been payable, based on the investment experience of the
Separate Account, if there were no guaranteed minimum death benefit.

PREMIUM PAYMENTS BY SALARY ALLOTMENT. If you work for an employer which permits
you to pay insurance premiums by deduction from your salary, we may offer you
and your fellow employees fixed insurance in the amount of the face amount for
the variable insurance you apply for (with a maximum of $250,000). This
insurance would be without charge (except that a premium will be deducted from
any fixed death benefit), and would be in effect until we receive the first
payment from your employer. At that time, your policy will begin its
participation in our Separate Account.

CHANGES IN PREMIUM RATES. Congress and the legislatures of various states have
from time to time considered legislation that would require premium rates to be
the same for males and females of the same age and risk class. In addition,
employers and employee organizations should consider, in consultation with
counsel, the impact of Title VII of the Civil Rights Act of 1964 on the purchase
of the Basic Policy or the Expanded Policy in connection with an
employment-related insurance or benefit plan. The United States Supreme Court
held, in a 1983 decision, that, under Title VII, optional annuity benefits under
a deferred compensation plan could not vary on the basis of sex.

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

                                       37
<PAGE>


- --------------------------------------------------------------------------------
ILLUSTRATION OF PREMIUM RATES. Premiums are based on actuarial estimates of
death benefits, cash value benefits, lapses, expenses, investment experience and
amount contributed to our surplus.

The following tables show premium rates for each $1,000 of face amount for
$25,000 policies, which is the minimum, and for a $100,000 Expanded policy,
which is the amount where our rates per $1,000 go down (except for smokers).

- --------------------------------------------------------------------------------
                        $25,000 FACE AMOUNT BASIC POLICY
                   Annual Premium for each $1,000 Face Amount

                          MALE                                 FEMALE
Age At      -----------------------------          -----------------------------
 Issue      Standard Risk      Non-Smoker          Standard Risk      Non-Smoker
- --------------------------------------------------------------------------------
    10             $ 8.38            n.a.                 $ 7.53            n.a.
    25              12.94          $12.60                  11.44          $11.24
    40              20.90           19.88                  18.10           17.49
- --------------------------------------------------------------------------------


                   $25,000 INITIAL FACE AMOUNT EXPANDED POLICY
               Annual Premium for each $1,000 Initial Face Amount

                          MALE                                 FEMALE
Age At      -----------------------------          -----------------------------
 Issue      Standard Risk      Non-Smoker          Standard Risk      Non-Smoker
- --------------------------------------------------------------------------------
    10             $10.41            n.a.                 $ 9.21            n.a.
    25              17.11          $16.77                  14.87          $14.67
    40              29.11           28.09                  25.00           24.39
- --------------------------------------------------------------------------------


                  $100,000 INITIAL FACE AMOUNT EXPANDED POLICY
               Annual Premium for each $1,000 Initial Face Amount

                          MALE                                 FEMALE
Age At      -----------------------------          -----------------------------
 Issue      Standard Risk      Non-Smoker          Standard Risk      Non-Smoker
- --------------------------------------------------------------------------------
    10             $ 9.33            n.a.                 $ 8.15            n.a.
    25              16.21          $15.30                  13.97          $13.27
    40              28.21           26.26                  24.10           22.68
- --------------------------------------------------------------------------------

                                       38
<PAGE>


- --------------------------------------------------------------------------------
Premiums for semiannual, quarterly, and monthly periods will be higher per year
than the annual premium. This is due to a charge for loss of interest and added
billing and collection costs. The following tables compare annual and monthly
premiums for standard risks:

- --------------------------------------------------------------------------------
                      PREMIUMS FOR EACH $1,000 FACE AMOUNT

<TABLE>
<CAPTION>
                                                                                     % Excess of Total
                                                                                      Monthly Premiums
                                                                                      for Policy Year
                                                                                           Over
                    Initial           Annual Basis            Monthly Basis           Annual Premiums
Age at                 Face        ------------------       -----------------         ----------------
 Issue               Amount          Male      Female        Male      Female         Male     Female
- ------------------------------------------------------------------------------------------------------
<S>                <C>             <C>         <C>          <C>         <C>           <C>        <C>  
BASIC POLICY
    10             $ 25,000        $ 8.38      $ 7.53       $ .78       $ .70         11.7%      11.6%
    25               25,000         12.94       11.44        1.17        1.04          8.5        9.1
    40               25,000         20.90       18.10        1.85        1.61          6.2        6.7
EXPANDED POLICY
    10             $ 25,000        $10.41      $ 9.21       $ .95       $ .85          9.5%      10.7%
                    100,000          9.51        8.31         .83         .73          4.7        5.4
    25               25,000         17.11       14.87        1.53        1.34          7.3        8.1
                    100,000         16.21       13.97        1.41        1.22          4.4        4.8
    40               25,000         29.11       25.00        2.56        2.21          5.5        6.1
                    100,000         28.21       24.10        2.44        2.09          3.8        4.1
- ------------------------------------------------------------------------------------------------------
</TABLE>

GRACE PERIOD. We allow a grace period of 31 days to pay each premium after the
first one. Insurance will continue during the grace period, but we will deduct
one month's premium from the death benefit if the insured dies during the grace
period.

LAPSE. If a premium has not been paid by the end of the 31-day grace period, the
policy will lapse as of the date the premium was due. When a policy lapses, any
riders will end. All insurance may end unless the policy's net cash value is
used under a continued insurance option on lapse. See OPTIONS ON LAPSE.

- --------------------------------------------------------------------------------
OPTIONS ON LAPSE

If a policy lapses because a premium remains due and unpaid beyond its 31-day
grace period, you may use one of the following options. A key element in these
options is your policy's net cash value on any day for a period of up to 3
months after the unpaid premium was due. Net cash value is cash value minus any
policy loans with accrued interest on the date an option is used. If your policy
has no net cash value, you cannot use the options.

PAYMENT OF NET CASH VALUE OPTION. You can withdraw the net cash value and
receive payment in cash.

CONTINUED INSURANCE OPTION. Within 3 months from the date a policy lapses (which
is the date the unpaid premium was due), you can use its net cash value to
obtain one of two types of fixed life insurance plans. These are reduced paid-up
insurance or extended term insurance. You will not have to pay any additional
premium on either type because you are, in effect, using the net cash value of
your variable life policy to buy continued life coverage.

If we do not receive a written request to use the continued insurance option
with 3 months after lapse, extended term insurance will automatically go into
effect. The extended term insurance option may not be available under your
policy if the insured's risk class is not at least standard. If so, that fact
will be stated on page 3 of the policy and reduced paid-up insurance will apply
instead. If the insured dies after the grace period but within 3 months of the
date of lapse, the continued insurance option that would provide the greater
benefit will automatically apply, regardless of any restriction stated on page 3
of the policy.

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

                                       39
<PAGE>


- --------------------------------------------------------------------------------
Here are details on the two types of plans offered under our continued insurance
option.

o  REDUCED PAID-UP FIXED INSURANCE. You can use the net cash value to buy
   reduced paid-up fixed whole life insurance. The net cash value determines the
   face amount that can be purchased at the insured's age at the time of
   purchase. Paid-up insurance has cash value. You can use the net cash value
   during the insured's lifetime for a loan or for cash payment.

   EXAMPLE: You are a 30 year old male insured. Your variable life policy was
   issued when you were 25. Use the illustrations on page 25, and assume a 4%
   hypothetical gross annual investment return for each Division or their
   combination. At the end of the 5th policy year, depending on whether you had
   a Basic or an Expanded Policy, its net cash value could buy reduced paid-up
   fixed whole life insurance with a face amount as follows:

- --------------------------------------------------------------------------------
                                    Face Amount                             Term
- --------------------------------------------------------------------------------
Basic Policy                             $6,477                             Life
Expanded Policy                          $7,076                             Life
- --------------------------------------------------------------------------------

o  EXTENDED TERM INSURANCE. If the insured's risk class is at least standard,
   you can use the net cash value to buy extended term insurance. The face
   amount will equal the death benefit under your variable life policy on the
   date of lapse minus any unpaid loan with accrued interest. The net cash value
   determines how long coverage will last at the insured's then attained age. It
   will last at least 90 days if the premium has been paid on the variable life
   policy for 3 months before lapse and there is no policy loan. Extended term
   coverage has cash value, but it cannot be used for a loan.

   EXAMPLE: You are a 30 year old male insured. Your variable life policy was
   issued when you were 25. Use the illustrations on page 25, and assume a 4%
   hypothetical gross annual investment return for each Division or their
   combination. At the end of the 5th policy year, depending on whether you had
   a Basic or Expanded Policy, its net cash value could buy extended term
   insurance as follows:

- --------------------------------------------------------------------------------
                                    Face Amount                             Term
- --------------------------------------------------------------------------------
Basic Policy                            $40,034                         13 Years
Expanded Policy                         $34,238                         16 Years
- --------------------------------------------------------------------------------

REINSTATEMENT OPTION. You can request that we reinstate the policy during the
insured's lifetime. You must make this request within 5 years after lapse. We
will not reinstate the policy if it has been returned for net cash value.

Before we will reinstate, we must receive evidence satisfactory to us of the
insured's insurability. We must also receive the larger of:

o  all due and unpaid premiums with interest at 6% a year; or

o  an amount equal to:
   the cash value just after reinstatement, MINUS

   the cash value just before reinstatement, and further MINUS

   any policy loan with accrued interest at 5% a year compounded daily to the
   date of reinstatement, TIMES

   110%.

If we do reinstate, the policy will have the same variable adjustment amount and
premium allocation between the Divisions as if there had been no lapse.

If a policy has enough cash value at the time it lapses, it might be possible to
reinstate it by requesting a policy loan for that purpose.

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

                                       40
<PAGE>


- --------------------------------------------------------------------------------
CANCELLATION RIGHT

You have a limited right to return your policy to your regional Life Insurance
Center with a written request for cancellation. We will give you a full refund
(guaranteed by Equitable) of premiums paid if your request and policy are
postmarked by the latest of the following:

o  10 days after your receive your policy; or
o  10 days after we mail a written Notice of Withdrawal Right; or
o  45 days after Part 1 of the policy application was signed.

- --------------------------------------------------------------------------------
EXCHANGING OUR POLICIES
FOR FIXED WHOLE LIFE
INSURANCE

You may exchange your variable life policy for a fixed whole life policy on the
life of the insured (benefits will be as described in the fixed life policy).
You have this right for 18 months from the date your policy is issued, but only
if no premium remains due and unpaid. The fixed policy may be issued by
Equitable. The exchange will be effective when we receive your request,
accompanied by your policy and an application for the fixed policy.

We will not require evidence of the insured's insurability before an exchange.
The new policy's face amount will be the same as the initial face amount of the
variable life policy. It will also have the same register date, date of issue
and risk class. The premium for the new policy will be that in effect on the
register date for the same sex, age and risk class.

Any policy loan with accrued interest must be repaid before the exchange. The
exchange is also subject to limits described in the policy.

CASH ADJUSTMENT ON EXCHANGE. There will be a cash adjustment on exchange. The
adjustment will reflect the difference in premiums between the two policies.

There will also be an adjustment for the difference in cash values between the
two policies. If the new policy's cash value is more than the cash value of the
policy that is turned in, you pay the difference. If it is less, the difference
is paid to you. The adjustment will also reflect the effect of the investment
performance on cash value. We have filed a description of the method we use to
calculate the adjustment with the appropriate state insurance officials.

- --------------------------------------------------------------------------------
PAYMENT OPTIONS

The death benefit proceeds or net cash value proceeds of the policies offered by
this prospectus can be paid in a lump sum. Or you can choose to apply all or
part of the proceeds under one of our payment options. A combination of options
can be used if we agree. Proceeds applied under an option will no longer be
affected by investment experience.

For an option to be used, the proceeds to be applied must be at least $2,500. If
no option is chosen at the insured's death, the beneficiary can choose an
option. The following options are available, subject to limits described in the
policy.

DEPOSIT OPTION. Proceeds are left on deposit with us. We will pay interest on
the proceeds of at least 3% a year, or we may set and pay a higher rate.

INSTALLMENT OPTION FOR A FIXED PERIOD. Proceeds are paid in installment for up
to 30 years, with interest of at least 3-1/2% a year.

INSTALLMENT OPTION OF A FIXED AMOUNT. Proceeds are paid in installments with
interest of at least 3-1/2% a year until the proceeds are used up.

LIFE INCOME OPTION WITH A PERIOD CERTAIN. Proceeds are paid in monthly
installments for the longer of the life of the person being paid or the end of a
chosen period of 10 or 20 years.

LIFE INCOME OPTION WITH A REFUND CERTAIN. Proceeds are paid in monthly
installments for the longer of the life of the person being paid or until they
are used up.

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

                                       41
<PAGE>


- --------------------------------------------------------------------------------
ADDITIONAL BENEFITS YOU
CAN GET BY RIDER

Your policy can include additional benefits that we approve based on our
standards for issuing insurance and classifying risks. An additional benefit
requires an additional premium. An additional benefit is provided by a rider
that is subject to the terms of the policy. The following riders are available.

WAIVER OF PREMIUM RIDER. With this rider, we will waive the premium if the
insured becomes totally disabled and the disability continues for 6 months. The
disability must start before the policy anniversary nearest the insured's 60th
birthday. If disability starts after that, we will waive the premium only up to
the policy anniversary nearest the insured's 65th birthday.

ACCIDENTAL DEATH BENEFIT RIDER. With this rider, we will pay a benefit if the
insured dies from an accidental bodily injury before the policy anniversary
nearest his or her 70th birthday.

OPTION TO PURCHASE ADDITIONAL INSURANCE RIDER. With this rider, you have the
right to buy additional insurance on the life of the insured at certain future
dates. We will not require evidence of the insured's insurability when you use
your right to buy additional insurance.

SUPPLEMENTAL PROTECTIVE BENEFIT RIDER. With this rider, we will waive the
premium if the insured is a child under age 15 on the date of issue and:

o  the person who applied for the policy dies; or

o  the person who applied for the policy is totally disabled for at least 6
   months before the policy anniversary nearest his or her 60th birthday. We
   will only waive the premium while the disability continues.

In any case, we will not waive the premium that is due after the policy
anniversary nearest the insured's 25th birthday.

TERM INSURANCE RIDER. Several types of riders are available that provide for
term insurance on the life of the insured or an additional insured.

- --------------------------------------------------------------------------------
BENEFICIARY

You name your beneficiary when you apply for your policy. You can change the
beneficiary during the insured's lifetime by writing to your regional Life
Insurance Center. If no beneficiary is living when the insured dies, the death
benefit will be paid in equal shares to the insured's surviving children. If
there is no surviving child, the death benefit will be paid to the insured's
estate.

- --------------------------------------------------------------------------------
ASSIGNMENT

You can assign the policy as collateral for a loan or other obligation. We are
not responsible for any payment we make or action we take before we receive a
copy of the assignment at your regional Life Insurance Center.

- --------------------------------------------------------------------------------
CREDITORS' CLAIMS

Proceeds are paid free from the claims of creditors to the extent allowed by
law.

- --------------------------------------------------------------------------------
LIMITS ON OUR RIGHT TO
CHALLENGE THE POLICY

We cannot challenge the validity of the policy after it has been in effect
during the insured's lifetime for 2 years from the date of issue or
reinstatement (unless another date is required by law). But we can challenge at
any time any rider that provides benefits in the event of total disability. If a
death claim is made within the time we can challenge validity, our payment will
generally be delayed while we determine whether to make such a challenge.

MISSTATEMENT OF AGE OR SEX. If the insured's age or sex is misstated in the
policy application, the death benefit will be what the premium paid would have
purchased based on the insured's true age and sex.

SUICIDE. If the insured commits suicide within 2 years from the date the policy
was issued or reinstated (or less where required by law), the death benefit will
be limited to the sum of all premiums paid minus outstanding policy loans with
interest.

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

                                       42
<PAGE>


- --------------------------------------------------------------------------------
DIVIDENDS

No dividends will be paid on the policies described in this prospectus.

- --------------------------------------------------------------------------------
WHEN WE PAY PROCEEDS

Payment of the death benefit, net cash value, or loan proceeds will be made
within 7 days after we receive the required form or request (and other documents
that may be required for payment of the death benefit) at your regional Life
Insurance Center. If an Equitable agent is assisting the beneficiary in
preparing the documents required for payment of the death benefit, we will send
the check to the agent within 7 days after we receive all required documents.
The agent will then deliver the check to the beneficiary. But we can delay
payment if:

o  payment is contested;

o  it is not reasonably practicable to determine the amount because the New York
   Stock Exchange is closed, trading is restricted by the SEC, or the SEC
   declares that an emergency exists; or

o  the SEC, by order, permits us to delay to protect our policy owners.

If your policy is being continued as reduced paid-up or extended term insurance,
we can delay payment of a loan or cash value for up to 6 months.

We will pay at least 3% interest a year if we delay paying the cash value or
loan proceeds more than 30 days.

- --------------------------------------------------------------------------------
SALES AND OTHER
AGREEMENTS

Equitable Variable and Integrity are the principal underwriters for the Fund
pursuant to a Distribution Agreement. Under the Distribution Agreement, we have
entered into a Sales Agreement with Equitable by which Equitable will distribute
our policies.

Equitable Variable, Integrity and Equitable are registered with the SEC as
broker-dealers under the Securities Exchange Act of 1934 and each of us is a
member of the National Association of Securities Dealers, Inc. We are also the
principal underwriter for our policies. (Equitable may also be deemed a
principal underwriter for our policies.)

- --------------------------------------------------------------------------------
SALES BY AGENTS OF
EQUITABLE

We sell our policies through agents who are licensed by state insurance
officials to sell our variable life policies. These agents are also registered
representatives of Equitable.

Under the Sales Agreement, agents receive commissions from Equitable for selling
our policies. We reimburse Equitable for these commissions. We also reimburse
Equitable for other expenses incurred in marketing and selling our policies.
These expenses include agency and district managers' compensation, agents'
training allowance, deferred compensation, insurance benefits of agents and
agency and district managers, and agency clerical and advertising expenses.

COMMISSION SCHEDULE. Agents receive the equivalent of up to 50% of the premium
payable in the first policy year. In the second policy year, agents receive up
to 10% of the premium paid for that year. In the third, fourth and fifth policy
years, agents receive up to 8% of the premium paid in each year. In the sixth
through tenth policy years, agents receive up to 5% of the premium paid in each
year. After that, agents receive up to 2% of the premium paid in each year.

Agents will less than 3 full years of service with Equitable may be paid
differently.

Agents who meet certain production and persistency standards in selling
Equitable Variable and Equitable policies will be eligible for added
compensation. Agents who meet certain lifetime production standards will be
eligible to receive increased fees for servicing our policies. Agents also are
eligible for added compensation for servicing our policies when there is no
assigned soliciting agent.

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

                                       43
<PAGE>


- --------------------------------------------------------------------------------
SALES BY BROKERS

We also sell our policies through independent brokers who are licensed by state
insurance officials to sell our variable life policies. They will also be
registered representatives either of Equitable or of another company registered
with the SEC as a broker-dealer under the Securities Exchange Act of 1934. The
commissions for independent brokers will be no more than those for agents.
Commissions will be paid through the registered broker-dealer.

- --------------------------------------------------------------------------------
APPLICATIONS

When an application for one of our policies is completed, it is submitted to us.
Based on the information in the application and our standards for issuing
insurance and classifying risks, a policy may be issued. If a policy is not
issued, we will refund any premium that has been paid. (Equitable guarantees the
refund.)

- --------------------------------------------------------------------------------
JOINT SERVICES AGREEMENT

In addition to acting as distributor for our policies, Equitable performs
certain other sales and administrative duties for us. Equitable does this
pursuant to a written agreement. The agreement is automatically renewed each
year, unless either party terminates and have been superseded by the sales
agreement referred to above.

Under this agreement, we pay Equitable for salary costs and other services and
an amount for indirect costs incurred through our use of Equitable personnel and
facilities. We also reimburse Equitable for sales expenses related to business
other than variable life policies.

- --------------------------------------------------------------------------------
AMOUNTS PAID UNDER SALES
AND JOINT SERVICES
AGREEMENTS

The aggregate amounts paid or accrued to Equitable by us under sales and joint
services agreements totalled approximately $225,277,000 in 1985, $164,754,000 in
1984 and $93,361,000 in 1983.

- --------------------------------------------------------------------------------
LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

- --------------------------------------------------------------------------------
LEGAL MATTERS

The legal validity of the policies described in this prospectus has been passed
on by Herbert L. Shyer, who is Executive Vice President and General Counsel of
Equitable.

The Washington, D.C. law firm of Freedman, Levy, Kroll & Simonds has served as
special counsel on matters relating to Federal securities laws.

- --------------------------------------------------------------------------------
FINANCIAL AND
ACTUARIAL EXPERTS

The financial statements of the Separate Account and of Equitable Variable in
this prospectus have been examined by the accounting firm of Deloitte Haskins &
Sells, our independent auditors, to the extent stated in its opinions, and its
opinions on them are part of this prospectus. We have relied on the fact that
Deloitte Haskins & Sells is expert in accounting and auditing.

Actuarial matters in this prospectus have been examined by Joseph O. North, Jr.,
F.S.A., M.A.A.A., who is Vice President and Actuary of Equitable Variable and an
Assistant Vice President and Actuary of Equitable. His opinion on actuarial
matters is filed as an exhibit to the Registration Statement we filed with the
SEC.

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

                                       44
<PAGE>


- --------------------------------------------------------------------------------
MANAGEMENT

Here is a list of our directors and officers and their business experience for
the past five years. Unless otherwise noted, the following persons have been
involved in the management of Equitable and its subsidiaries in various
positions for the last five years. Unless otherwise noted, their address is 787
Seventh Avenue, New York, New York 10019.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS
NAME AND PRINCIPAL                                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Richard Lee Anderson                                    Executive Vice President -- Operations and Director, Melville Corp. since
   3000 Westchester Avenue                              January 1983; prior thereto, President F.W. Woolworth Co. Director,
   Harrison, New York 10528                             Equitable.

Ruth Smolensky Block                                    Executive Vice President and Chief Insurance Officer, Equitable, since
                                                        February 1985; prior thereto, Executive Vice President. Chairman and Chief
                                                        Executive Officer, Equitable Variable, until November 1984. Director,
                                                        Integrity Life Insurance Company, National Integrity Life Insurance
                                                        Company, Tandem Financial Group, Inc., Equitable Investment Management
                                                        Corporation, Equitable Tax-Free Account, Inc., Equitable Money Market
                                                        Account, Inc., Equitable Real Estate Group, Inc., Donaldson, Lufkin &
                                                        Jenrette, Inc., Avon Products, Inc., Economics Laboratory, Inc. Trustee,
                                                        The Life Underwriters Training Council.

Joseph Lewis Dionne                                     President and Chief Executive Officer McGraw-Hill, Inc. since June 1983;
   1221 Avenue of the Americas                          prior thereto, President and Chief Operating Officer. Director, Equitable
   New York, New York 10020                             and Equitable Investment Corporation.

Raymond Bernard Dolan                                   Executive Vice President, Equitable, since February 1985; prior thereto,
                                                        Executive Vice President and Chief Agency Officer. Chairman, The Equitable
                                                        of Delaware, Inc. Director, Equico Securities, Inc., Donaldson, Lufkin &
                                                        Jenrette, Inc., Equitable Capital Management Corporation, Equitable Life
                                                        Leasing Corporation and Equitable/Omnilease, Inc.

Harry Douglas Garber                                    Vice Chairman of the Board, Equitable, since February 1984; prior thereto,
                                                        Executive Vice President and Chief Financial Officer. Director, Equitable
                                                        Investment Corporation and Genesco, Inc. Former Chairman and Chief
                                                        Executive Officer, Equitable Variable.

Glenn Howard Gettier, Jr.                               Executive Vice President and Chief Financial Officer, Equitable, since
                                                        December 1984; prior thereto, Partner, Peat, Marwick, Mitchell & Co.

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

                                       45
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
DIRECTORS
NAME AND PRINCIPAL                                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Donald Richardson Kurtz                                 Chairman and Chief Executive Officer, Equitable Investment Management
   1221 Avenue of the Americas                          Corporation, since November 1983. Executive Vice President, Equitable.
   New York, New York 10020                             Director, Calvin Bullock, Ltd., Integrity Life Insurance Company, National
                                                        Integrity Life Insurance Company and Equitable Real Estate Group, Inc.
                                                        Member, Advisory Board of the Investment Management Institute, the Board of
                                                        Overseers of Bowdoin College and the Board of Trustees of Investor
                                                        Responsibility Research Center, Inc.

Donald James Mooney                                     Executive Vice President, Equitable, since October 1984; prior thereto,
                                                        Senior Vice President. President, Equitable Variable, until November 1984.
                                                        Director, Integrity Life Insurance Company, The Equitable of Delaware,
                                                        Inc., Equico Securities, Inc., and The Equitable of Colorado, Inc.

Francis Helmut Schott                                   Senior Vice President and Chief Economist, Equitable.

Leo Martin Walsh, Jr.                                   Executive Vice President, Director and Chief Investment Officer, Equitable,
                                                        since June 1983; prior thereto, Executive Vice President. Director since
                                                        March 1983 and President and Chief Executive Officer since March 1984,
                                                        Equitable Investment Corporation; prior thereto, Executive Vice President
                                                        and Chief Operating Officer. Chairman, Calvin Bullock, Ltd., Equitable
                                                        Casualty Insurance Company, Equitable General Insurance Company of
                                                        Oklahoma, Equitable Money Market Account, Inc., Equitable Tax-Free Account,
                                                        Inc., Equitable Life Leasing Corporation, and Equitable Relocation
                                                        Management Corporation. Director, Equitable Mortgage Resources, Inc.,
                                                        Equitable Real Estate Investment Management, Inc., Equitable Agri-Business,
                                                        Inc., mutual funds to which Calvin Bullock, Ltd. is investment adviser,
                                                        ELAFUND, INC., Tandem Financial Group, Inc., Equitable Investment
                                                        Management Corporation, Equitable Capital Management Corporation, Alliance
                                                        Capital Management Corporation and Donaldson, Lufkin & Jenrette, Inc.

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

                                       46
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICERS -- DIRECTORS
NAME AND PRINCIPAL                                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Robert Wayne Barth                                      President and Chief Operating Officer, Equitable Variable, since December
                                                        1985. Executive Vice President, Equitable, since June 1985; Senior Vice
                                                        President since September 1984; prior thereto, Vice President since April
                                                        1984. Director, The Equitable of Colorado, Inc. Director, President and
                                                        Chief Executive Officer, The Equitable of Delaware, Inc.

Peter Rawlinson Wilde                                   Chairman and Chief Executive Officer, Equitable Variable, since November
                                                        1984. Chairman and Chief Executive Officer, The Equitable of Delaware, Inc.
                                                        Executive Vice President, Equitable, since July 1984; Chief Financial
                                                        Officer, CIGNA Corporation, from April 1983 to June 1984; prior thereto,
                                                        Senior Vice President. Director, Integrity Life Insurance Company, National
                                                        Integrity Life Insurance Company and Tandem Financial Group, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICERS
NAME AND PRINCIPAL                                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Robert Seymour Jones                                    Senior Vice President, Equitable Variable, since February 1986. Senior Vice
                                                        President, Equitable, since June 1985; prior thereto, Vice President.

James Thomas Liddle, Jr.                                Senior Vice President and Chief Financial Officer, Equitable Variable,
   2 Penn Plaza                                         since February 1986. Vice President and Actuary, The Equitable of Colorado,
   New York, New York 10121                             since February 1984. Vice President and Actuary, Equitable.

Michael Searle Martin                                   Senior Vice President, Equitable Variable, since February 1986. Director,
                                                        The Equitable of Colorado and The Equitable of Delaware. Senior Vice
                                                        President, Equitable, since June 1985; Vice President, from June 1982 to
                                                        June 1985; prior thereto, Agency Manager.

Stanley Julian Rispler                                  Senior Vice President, Equitable Variable, since February 1986. Senior Vice
                                                        President, Equitable, since October 1984; prior thereto, Vice President.

Samuel Barry Shlesinger                                 Senior Vice President, Equitable Variable, since February 1986; President
                                                        and Chief Executive Officer, The Equitable of Colorado, since September
                                                        1985. Vice President and Actuary, Equitable.

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

                                       47
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICERS
NAME AND PRINCIPAL                                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Richard Marshall Stenson                                Senior Vice President, Equitable Variable, since December 1981. Senior Vice
                                                        President, Equitable, since October 1984; prior thereto, Vice President and
                                                        Actuary. Actuary, Integrity Life Insurance Company. Director, The Equitable
                                                        of Colorado, Inc.

Michael Guy Carew                                       Vice President, Equitable Variable, since February 1986. Vice President,
                                                        Equitable, since February 1985. Prior thereto, Chief Financial Officer and
                                                        Treasurer, City Trust Bancorp, Inc.

Richard Henry Fitzpatrick                               Vice President, Equitable Variable, since February 1986. Vice President,
                                                        Equitable.

Diane Marie Giachino                                    Vice President, Equitable Variable, since February 1986. Vice President,
                                                        Equitable, since October 1985; Assistant Vice President, from March 1983 to
                                                        October 1985; prior thereto, various managerial positions.

Catherine Theresa Henry                                 Vice President, Equitable Variable, since February 1986. Vice President,
                                                        Equitable, since October, 1983; prior thereto, Assistant Vice President.

David Joseph Hughes                                     Vice President, Equitable Variable, since February 1986; Vice President and
   2 Penn Plaza                                         Chief of Staff, The Equitable of Colorado. Vice President, Equitable, since
   New York, New York 10121                             October 1985; Assistant Vice President from August 1982 to October 1985;
                                                        prior thereto, Manager.

Franklin Kennedy, III                                   Vice President, Equitable Variable, since August 1981; Managing Director
   1221 Avenue of the Americas                          and Chief Investment Officer, Equitable Investment Management Corporation,
   New York, New York 10020                             since November 1983. Vice President, Equitable.

John Alfred Kern                                        Vice President, Equitable Variable, since February 1986. Vice President,
   2 Penn Plaza                                         Equitable.
   New York, New York 10121

Donald Anthony King                                     Vice President, Equitable Variable, since February 1986; Vice President,
   1285 Avenue of the Americas                          Integrity Life Insurance Company, since April 1984; Vice President,
   New York, New York 10020                             Equitable, since January 1976. Executive Vice President, Equitable Capital
                                                        Management Corporation.

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

                                       48
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICERS
NAME AND PRINCIPAL                                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Joseph Oswell North, Jr.                                Vice President and Actuary, Equitable Variable, since February 1984. Vice
   2 Penn Plaza                                         President and Actuary, Equitable, since October 1984; prior thereto,
   New York, New York 10121                             Assistant Vice President and Actuary, Equitable, since April 1982; prior
                                                        thereto, Associate Actuary, John Hancock Mutual Life Insurance Company.

Geoffrey Hall Radbill                                   Vice President, Equitable Variable, since February 1986. Vice President,
   135 West 50th Street                                 Equitable, since February 1983; prior thereto, Assistant Vice President.
   New York, New York 10020

Thomas Willard Shade, Jr.                               Vice President, Equitable Variable, since February 1986. Vice President,
   2 Penn Plaza                                         Equitable, since October 1985; Assistant Vice President from March 1983 to
   New York, New York 10121                             October 1985; prior thereto, various managerial positions.

Alan Romney Thomander                                   Vice President and Controller, Equitable Variable, since February 1983;
   2 Penn Plaza                                         prior thereto, Vice President
   New York, New York 10121                             -- Controller's Operations. Vice President, Equitable, from May 1982 until
                                                        February 1983; prior thereto, Assistant Vice President. Controller,
                                                        Integrity Life Insurance Company.

Larry Kenneth Mills                                     Treasurer, Equitable Variable, Integrity Life Insurance Company and
                                                        National Integrity Life Insurance Company, since February 1986. Vice
                                                        President and Treasurer, Equitable and Equico Securities, Inc., since March
                                                        1986; prior thereto, Vice President, Equitable. Treasurer, Equitable Real
                                                        Estate Group, Inc. Vice President, Treasurer and Director, Equitable Realty
                                                        Assets Corp.

Theodore Edward Plucinski, M.D.                         Chief Medical Director, Equitable Variable, since February 1986; Integrity
   2 Penn Plaza                                         Life Insurance Company and National Integrity Life Insurance Company since
   New York, New York 10121                             November 1985, and Equitable since September 1985. Prior thereto, Chief
                                                        Medical Director, MONY.

Kevin Brian Keefe                                       Secretary, Equitable Variable, Assistant Vice President and Assistant
                                                        Secretary, Equitable, since August 1983; prior thereto, Assistant
                                                        Secretary. Secretary, Integrity Life Insurance Company, National Integrity
                                                        Life Insurance Company, Tandem Financial Group, Inc., The Hudson River
                                                        Fund, Inc., The Equitable of Delaware, Inc., and The Equitable of Colorado,
                                                        Inc. Assistant Secretary, Equitable Life Leasing Corporation and Equico
                                                        Securities.

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

                                       49
<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
OFFICERS
NAME AND PRINCIPAL                                      BUSINESS EXPERIENCE
BUSINESS ADDRESS                                        WITHIN PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Vincent Walter Jiminez                                  Assistant Vice President, Equitable Variable, since June 1985; prior
   2 Penn Plaza                                         thereto, Vice President, Equitable Real Estate Investment Management Inc.
   New York, New York 10121                             Assistant Vice President, Equitable, since June 1984; prior thereto,
                                                        various managerial positions with Equitable. Director, Equico Capital
                                                        Corporation.

Norman Russell Meise                                    Assistant Vice President, Equitable Variable, since February 1983; prior
   2 Penn Plaza                                         thereto, Assistant Vice President and Controller and Assistant Vice
   New York, New York 10121                             President, Equitable.

Robert Floyd Wiseman                                    Assistant Vice President, Equitable Variable, since February 1986.
   2 Penn Plaza                                         Assistant Vice President, Equitable.
   New York, New York 10121
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
WHERE YOU CAN GET
ADDITIONAL
INFORMATION

We have filed with the SEC a Registration Statement relating to the Separate
Account and the variable life policies described in this prospectus. The
Registration Statement, which is required by the Securities Act of 1933,
includes additional information that is not required in this prospectus under
the rules and regulations of the SEC. If you would like the additional
information, you may obtain copies of that document from the SEC's main office
in Washington, D.C. You will have to pay a fee for the material.

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

                                       50
<PAGE>


- --------------------------------------------------------------------------------
PART 3 -- FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
SEPARATE ACCOUNT 1

INDEX                                                                       PAGE
- --------------------------------------------------------------------------------
Statements of Assets and Liabilities, December 31, 1985                       52
- --------------------------------------------------------------------------------
Statement of Operations for the Year Ended December 31, 1985                  52
- --------------------------------------------------------------------------------
Statements of Changes in Net Assets for the Years Ended
  December 31, 1985 and 1984                                                  53
- --------------------------------------------------------------------------------
Notes to Financial Statements                                                 54
- --------------------------------------------------------------------------------
Opinion of Independent Auditors                                               55
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
EQUITABLE VARIABLE LIFE
INSURANCE COMPANY

INDEX                                                                       PAGE
- --------------------------------------------------------------------------------
Balance Sheets, December 31, 1985 and 1984                                    56
- --------------------------------------------------------------------------------
Summaries of Operations and Capital and Surplus Funds for the Years
   Ended December 31, 1985 and 1984                                           57
- --------------------------------------------------------------------------------
Statements of Changes in Financial Position for the Years Ended
   December 31, 1985 and 1984                                                 58
- --------------------------------------------------------------------------------
Notes to Financial Statements                                                 59
- --------------------------------------------------------------------------------
Opinion of Independent Auditors                                               62
- --------------------------------------------------------------------------------

The financial statements of Equitable Variable herein should be considered only
as bearing upon the ability of Equitable Variable to meet its obligations under
the policies.

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

                                       51
<PAGE>


- --------------------------------------------------------------------------------
[VARIABLE LIFE INSURANCE LOGO]
- --------------------------------------------------------------------------------


[EQUITABLE VARIABLE LIFE INSURANCE COMPANY LOGO -- 1986 VERSION]


- --------------------------------------------------------------------------------
                                                             Catalogue No. 11776



<PAGE>

                                     PART II

                   REPRESENTATION REGARDING REASONABLENESS OF
                        AGGREGATE POLICY FEES AND CHARGES

Equitable represents that the fees and charges deducted under the Policies
described in this Registration Statement, in the aggregate, are reasonable in
relation to the services rendered, the expenses to be incurred, and the risks
assumed by Equitable under the Policies, 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 Policies 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.

                       CONTENTS OF REGISTRATION STATEMENT
                       ----------------------------------

This registration statement comprises the following papers and documents:

The facing sheet.

   
The Champion Reconciliation and Tie, previously filed with this Registration
Statement File No. 333-17633 on December 11, 1996.

The SP-1 Reconciliation and Tie, previously filed with this Registration
Statement File No. 333-17633 on December 11, 1996.

The Basic and Expanded Reconciliation and Tie, previously filed with this
Registration Statement File No. 333-17633 on December 11, 1996.

The Supplement dated May 1, 1997, consisting of 66 pages.
    

The Champion prospectus consisting of 40 pages.

SP-1 prospectus consisting of 40 pages.

Basic & Expanded prospectus consisting of 52 pages.

Representation regarding reasonableness of aggregate policy fees and charges.

   
Undertaking to file reports, previously filed with this Registration Statement
File No. 333-17633 on December 11, 1996.

Undertaking pursuant to Rule 484(b)(i) under the Securities Act of 1933,
previously filed with this Registration Statement File No. 333-17633 on December
11, 1996.
    

The signatures.

Written Consents of the following persons:

Mary P. Breen, Vice President and Associate General Counsel of Equitable (See
exhibit 2(a)).


                                      II-1
<PAGE>

Joseph O. North, Jr. F.S.A., M.A.A.A., Vice President and Senior Actuary of
Equitable (See exhibit 2(b)).

Independent Public Accountants (see exhibit 6).

The following exhibits:
Exhibits required by Article IX, paragraph A of Form N-8B-2:

<TABLE>

         <S>              <C>
   
         1-A(1)(a)        Certified resolution re authority to market variable life insurance and establish
                          separate accounts, previously filed with this Registration Statement File No. 333-17633
                          on December 11, 1996.

         1-A(2)           Inapplicable.

         1-A(3)(a)        See Exhibit 1-A(8).

         1-A(3)(b)        Selling Agreement, previously filed with this Registration Statement File No. 333-
                          17633 on December 11, 1996.

         1-A(3)(c)        See Exhibit 1-A(8)(i)

         1-A(4)           Inapplicable.

         1-A(5)(a)(i)     Variable Whole Life Insurance Policy, previously filed with this Registration
                          Statement File No. 333-17633 on December 11, 1996.

         1-A(5)(a)(ii)    Variable Increasing Protection Life Insurance Policy, previously filed with this
                          Registration Statement File No. 333-17633 on December 11, 1996.

         1-A(5)(a)(iii)   Variable Limited Payment Life Insurance Policy -- Level Face Amount, previously
                          filed with this Registration Statement File No. 333-17633 on December 11, 1996.

         1-A(5)(a)(iv)    Variable Whole Life Insurance Policy -- Increasing Face Amount, previously filed
                          with this Registration Statement File No. 333-17633 on December 11, 1996.

         1-A(5)(a)(v)     Variable Limited Payment Life Plan Insurance Policy--Level Face Amount,
                          previously filed with this Registration Statement File No. 333-17633 on December
                          11, 1996.

         1-A(5)(a)(vi)    Variable Whole Life Plan Insurance Policy -- Increasing Face Amount,
                          previously filed with this Registration Statement File No. 333-17633 on
                          December 11, 1996.

         1-A(5)(a)(vii)   Single Premium Whole Life Plan Insurance Policy, previously filed with this
                          Registration Statement File No. 333-17633 on December 11, 1996.
    

</TABLE>

                                      II-2
<PAGE>
<TABLE>

         <S>              <C>
   
         1-A(5)(a)(viii)  Single Premium Whole Life Plan Insurance Policy -- Level Face Amount,
                          previously filed with this Registration Statement File No. 333-17633 on
                          December 11, 1996.

         1-A(5)(a)(ix)    Variable Whole Life Plan Insurance Policy, previously filed with this Registration
                          Statement File No. 333-17633 on December 11, 1996.

         1-A(5)(a)(x)     Variable Whole Life Plan -- Level Face Amount, previously filed with this
                          Registration Statement File No. 333-17633 on December 11, 1996.

         1-A(5)(a)(xi)    Single Premium Whole Life Plan Insurance Policy --
                          Level Face Amount, previously filed with this Registration Statement File No.
                          333-17633 on December 11, 1996.

         1-A(5)(a)(xii)   Variable Limited Payment Life Plan Insurance Policy -- Level Face Amount, 
                          previously filed with this Registration Statement File No. 333-17633 on 
                          December 11, 1996.

         1-A(5)(a)(xiii)  Variable Whole Life Plan Insurance Policy -- Increasing Face Amount,
                          previously filed with this Registration Statement File No. 333-17633 on
                          December 11, 1996.

         1-A(5)(b)        Rider adding Separate Account II to existing policies. (R81-100), previously filed
                          with this Registration Statement File No. 333-17633 on December 11, 1996.

         1-A(5)(c)        Rider re "Loan Value."  (S. 83-23), previously filed with this Registration
                          Statement File No. 333-17633 on December 11, 1996.

         1-A(5)(d)        Rider re "Account Value." (S. 83-41), previously filed with this Registration
                          Statement File No. 333-17633 on December 11, 1996.

         1-A(5)(e)        Rider re "Loans."  (S. 83-61), previously filed with this Registration Statement
                          File No. 333-17633 on December 11, 1996.

         1-A(5)(f)        Rider re "VAA Change Amount" and "Calculation of Cash
                          Values."  (S. 84-81), previously filed with this Registration Statement File No.
                          333-17633 on December 11, 1996.

         1-A(5)(g)        Rider re "Unit Investment Trust Endorsement" (S.85-101), previously filed 
                          with this Registration Statement File No. 333-17633 on December 11, 1996.

         1-A(5)(h)        Backdating Endorsement No. S.85-81 relating to Policy No. 85-11, previously filed
                          with this Registration Statement File No. 333-17633 on December 11, 1996.

         1-A(5)(i)        Adjustable Loan Interest Rate Endorsement No. S.85-83 relating to Policy No. 85-11,
                          previously filed with this Registration Statement File No. 333-17633 on December 11,
                          1996.
    

</TABLE>

                                      II-3
<PAGE>
<TABLE>

         <S>              <C>
   
         1-A(5)(j)        Accelerated Death Benefit Rider, previously filed with this Registration Statement
                          File No. 333-17633 on December 11, 1996.

         1-A(5)(k)        Name change endorsement (S.97-1), previously filed with this Registration Statement
                          File No. 333-17633 on December 11, 1996.

         1-A(6)(a)        Declaration and Charter of Equitable, as amended January 1, 1997.

         1-A(6)(b)        By-Laws of Equitable, as amended November 21, 1996.

         1-A(7)           Inapplicable.

         1-A(8)           Distribution and Servicing Agreement among EQ Financial Consultants, Inc. (formerly
                          known as Equico Securities, Inc.), Equitable and Equitable Variable dated as of May 1,
                          1994, previously filed with this Registration Statement File No. 333-17633 on December
                          11, 1996.

         1-A(8)(i)        Schedule of Commissions, previously filed with this Registration Statement File No.
                          333-17633 on December 11, 1996.

         1-A(9)           Agreement and Plan of Merger of Equitable Variable with and into Equitable dated
                          September 19, 1996, previously filed with this Registration Statement File No. 333-
                          17633 on December 11, 1996.

         1-A(10)(a)       Application Form EV4-200N, previously filed with this Registration Statement File
                          No. 333-17633 on December 11, 1996.

         1-A(10)(b)       Application Form EV4-200P, previously filed with this Registration Statement File
                          No. 333-17633 on December 11, 1996.

         1-A(10)(c)       Application Form EV4-200Q, previously filed with this Registration Statement File
                          No. 333-17633 on December 11, 1996.


Other Exhibits:

         2(a)             Opinion and Consent of Mary P. Breen, Vice President and Associate General Counsel of
                          The Equitable Life Assurance Society of the United States, previously
                          filed with this Registration Statement File No. 333-17633 on December 11, 1996.

         2(b)(i)          Opinion and Consent of Joseph O. North, Vice President and Senior Actuary, relating to
                          the SP-1 policies, previously filed with this Registration Statement File No. 333-17633 on
                          December 11, 1996.

         2(b)(ii)         Opinion  and  Consent  of  Joseph  O.  North,  Vice President  and  Senior  Actuary,  
                          relating  to  the Champion  and  the  Basic  and  Expanded  policies, previously filed 
                          with this  Registration  Statement File No. 333-17633 on December 11, 1996.
    

</TABLE>

                                      II-4
<PAGE>
<TABLE>

         <S>              <C>
   
         2(b)(iii)        Consent of Joseph O. North, Vice President and Senior Actuary, relating to Exhibits
                          2(b)(i) and 2(b)(ii), previously filed with this Registration Statement File No. 333-17633
                          on December 11, 1996.
    

         3                Inapplicable.

         4                Inapplicable.

         5                Financial Data Schedule. (See Exhibit 27 below).

         6                Consent of Independent Public Accountant.

   
         7(a)             Powers of Attorney, previously filed with this Registration Statement File No. 333-
                          17633 on December 11, 1996.

         7(b)             Power of Attorney for Mary R. (Nina) Henderson.

         8                Amended and Restated Description of Equitable's Issuance, Transfer and Redemption
                          Procedures for Policies pursuant to Rule 6e-2(b)(12)(ii), previously filed with 
                          this Registration Statement File No. 333-17633 on December 11, 1996.
    

         9                Schedule Regarding Equitable Variable Policies and Related Post-Effective Amendments.

         27               Financial Data Schedule.

</TABLE>

                                      II-5
<PAGE>

                                   SIGNATURES

   
          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it meets all the requirements for effectiveness of
this amendment to the registration statement pursuant to paragraph (b) of Rule
485 under the Securities Act of 1933 and it has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City and State of New York on the 30th day of April, 1997.
    


                                   SEPARATE ACCOUNT I OF THE EQUITABLE
                                   LIFE ASSURANCE SOCIETY 
                                   OF THE UNITED STATES

                                   By:  THE EQUITABLE LIFE 
                                        ASSURANCE SOCIETY OF
                                        THE UNITED STATES, 
                                        DEPOSITOR

                                        By: /s/ Samuel B. Shlesinger
                                            ------------------------
                                            (Samuel B. Shlesinger)
                                            Senior Vice President



   
Attest: /s/Linda Galasso
        ------------------
         (Linda Galasso)
         Assistant Secretary
         April 30, 1997
    


                                      II-6
<PAGE>

                                   SIGNATURES

   
          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it meets all the requirements for effectiveness of
this amendment to the registration statement pursuant to paragraph (b) of Rule
485 under the Securities Act of 1933 and it has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City and State of New York on the 30th day of
April, 1997.
    

                                   THE EQUITABLE LIFE 
                                   ASSURANCE SOCIETY OF THE UNITED STATES

                                        By: /s/ Samuel B. Shlesinger
                                            ------------------------
                                                (Samuel B. Shlesinger)
                                                Senior Vice President

   
          Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following persons
in the capacities and on the date indicated:
    

PRINCIPAL EXECUTIVE OFFICERS:

*Joseph J. Melone          Chairman of the Board and Chief Executive Officer

*James M. Benson           President

*William T. McCaffrey      Senior Executive Vice President and Chief
                            Operating Officer

*Jerry M. de St. Paer      Executive Vice President

PRINCIPAL FINANCIAL OFFICER:

*Stanley B. Tulin.         Senior Executive Vice President and Chief 
                             Financial Officer

PRINCIPAL ACCOUNTING OFFICER:

   
/s/Alvin H. Fenichel         Senior Vice President and Controller
- --------------------
   Alvin H. Fenichel 
   April 30, 1997

* DIRECTORS:
<TABLE>
       <S>                         <C>                          <C>
       Claude Bebear               Jean-Rene Foutou             Winthrop Knowlton
       James M. Benson             Norman C. Francis            Arthur L. Liman
       Christopher J. Brocksom     Donald J. Greene             George T. Lowy
       Francoise Colloc'h          John T. Hartley              William T. McCaffrey
       Henri de Castries           John H.F. Haskell, Jr.       Joseph J. Melone
       Joseph L. Dionne            Mary R. (Nina) Henderson     Didier Pineau-Valencienne
       William T. Esrey            W. Edwin Jarmain             George J. Sella, Jr.
                                   G.Donald Johnston, Jr.       Dave H. Williams
</TABLE>
                               
* By:  /s/ Samuel B. Shlesinger
       ------------------------
       (Samuel B. Shlesinger)
       Attorney-in-Fact
       April 30, 1997
    




                                      II-7
<PAGE>

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NO.                                                                                        TAG VALUE
- -----------                                                                                        ---------

   
    

<S>           <C>                                                                                  <C>
1-A(6)(a)     Declaration and Charter of Equitable, as amended January 1, 1997.                    EX-99.1A6a CHARTER

1-A(6)(b)     By-Laws of Equitable, as amended, November 21, 1996.                                 EX-99.1A6b BYLAWS

   
    

6             Consent of Independent Public Accountant.                                            EX-99.6 CONSENT

7(b)          Power of Attorney for Mary R. (Nina) Henderson.                                      EX-99.7b POW ATTY

   
    

9             Schedule Regarding Equitable Variable Policies and                                   EX-99.9 SCHEDULE
              Related Post-Effective Amendments.

27            Financial Data Schedule for Separate Account I.                                      EX-27
</TABLE>


                                      II-8


                                                                RESTATED CHARTER

                                                                              OF

                                            THE EQUITABLE LIFE ASSURANCE SOCIETY
                                                            OF THE UNITED STATES



ARTICLE I

         The name of the  corporation  shall  continue to be The Equitable  Life
Assurance Society of the United States.

ARTICLE II

         The principal office of the corporation shall be located in the City of
New York, County of New York, State of New York.

ARTICLE III

         (a) The business to be transacted by the corporation shall be the kinds
of insurance  business  specified in Paragraphs 1, 2 and 3 of Subsection  (a) of
Section 1113 of the Insurance Law of the State of New York, as follows:

              (1)  "Life  insurance":  every  insurance  upon the lives of human
         beings,  and  every  insurance  appertaining  thereto,   including  the
         granting of  endowment  benefits,  additional  benefits in the event of
         death by accident,  additional  benefits to safeguard the contract from
         lapse,  accelerated  payments of part or all of the death  benefit or a
         special  surrender value upon diagnosis (A) of terminal illness defined
         as a life  expectancy  of twelve  months  or less,  or (B) of a medical
         condition requiring  extraordinary medical care or treatment regardless
         of life expectancy,  or provide a special  surrender value,  upon total
         and  permanent  disability  of  the  insured,  and  optional  modes  of
         settlement  of proceeds.  "Life  insurance"  also  includes  additional
         benefits  to  safeguard  the  contract  against  lapse in the  event of
         unemployment  of  the  insured.  Amounts  paid  the  insurer  for  life
         insurance and proceeds  applied under  optional  modes of settlement or
         under dividend options may be allocated by the insurer
<PAGE>

         to one or more separate  accounts pursuant to section four thousand two
         hundred forty of the Insurance Law of the State of New York;

              (2) "Annuities":  all agreements to make periodical payments for a
         period  certain or where the making or  continuance of all or some of a
         series of such  payments,  or the amount of any such  payment,  depends
         upon the  continuance  of human life,  except  payments  made under the
         authority of paragraph  (1) above.  Amounts paid the insurer to provide
         annuities and proceeds  applied under  optional  modes of settlement or
         under  dividend  options may be allocated by the insurer to one or more
         separate  accounts  pursuant to section four thousand two hundred forty
         of the Insurance Law of the State of New York;

              (3) "Accident and health  insurance":  (i) insurance against death
         or personal  injury by accident  or by any  specified  kind or kinds of
         accident and  insurance  against  sickness,  ailment or bodily  injury,
         including insurance  providing  disability benefits pursuant to article
         nine of the workers' compensation law, except as specified in item (ii)
         hereof;  and  (ii)  non-cancellable   disability   insurance,   meaning
         insurance against disability resulting from sickness, ailment or bodily
         injury (but excluding insurance solely against accidental injury) under
         any  contract  which does not give the  insurer the option to cancel or
         otherwise  terminate  the  contract  at or  after  one  year  from  its
         effective date or renewal date;

and any  amendments to such  paragraphs or provisions in  substitution  therefor
which may be  hereafter  adopted;  such other kind or kinds of  business  now or
hereafter  authorized  by the  laws  of the  State  of New  York to  stock  life
insurance  companies;  and such  other kind or kinds of  business  to the extent
necessarily  or properly  incidental to the kind or kinds of insurance  business
which the corporation is authorized to do.

         (b) The  corporation  shall  also have all other  rights,  powers,  and
privileges  now or hereafter  authorized  or granted by the Insurance Law of the
State of New  York or any  other  law or laws of the  State of New York to stock
life  insurance  companies  having  power to do the  kind or  kinds of  business
hereinabove referred to and any and all other rights,  powers, and privileges of
a corporation now or hereafter  granted by the laws of the State of New York and
not prohibited to such stock life insurance companies.


                                     - 2 -
<PAGE>

ARTICLE IV

         The business of the corporation shall be managed under the direction of
the Board of Directors.

ARTICLE V

         (a) The Board of  Directors  shall  consist of not less than 13 (except
for  vacancies  temporarily  unfilled)  nor more  than 36  Directors,  as may be
determined  from time to time by a vote of a  majority  of the  entire  Board of
Directors.  No decrease in the number of Directors shall shorten the term of any
incumbent Director.

         (b) The Board of  Directors  shall have the power to adopt from time to
time such By-Laws,  rules and  regulations  for the  governance of the officers,
employees  and agents and for the  management of the business and affairs of the
corporation, not inconsistent with this Charter and the laws of the State of New
York,  as may be  expedient,  and to amend or  repeal  such  by-laws,  rules and
regulations, except as provided in the By-Laws.

         (c) Any or all of the Directors may be removed at any time,  either for
or without cause, by vote of the shareholders.

         (d) No Director shall be personally liable to the corporation or any of
its  shareholders  for damages  for any breach of duty as a Director;  provided,
however,  that the  foregoing  provision  shall not  eliminate  or limit (i) the
liability of a Director if a judgment or other final adjudication adverse to him
or her  establishes  that  his or her  acts or  omissions  were in bad  faith or
involved  intentional  misconduct or that he or she personally  gained in fact a
financial profit or other advantage to which he or she was not legally entitled,
or were acts or  omissions  which (a) he or she knew or  reasonably  should have
known  violated  the  Insurance  Law of the State of New York or (b)  violated a
specific standard of care imposed on Directors  directly,  and not by reference,
by a provision of the Insurance Law of the State of New York (or any regulations
promulgated thereunder) or (c) constituted a knowing violation of any other law;
or (ii) the  liability of a Director for any act or omission  prior to September
21, 1989.


                                     - 3 -
<PAGE>

ARTICLE VI

         (a) The  Directors of the  corporation  shall be elected at each annual
meeting of shareholders of the corporation in the manner  prescribed by law. The
annual meeting of  shareholders  shall be held at such place,  within or without
the State of New York, and at such time as may be fixed by or under the By-Laws.
At each  annual  meeting  of  shareholders,  directors  shall be elected to hold
office for a term expiring at the next annual meeting of shareholders.

         (b) Newly  created  directorships  resulting  from an  increase  in the
number of Directors and vacancies  occurring in the Board of Directors  shall be
filled by vote of the shareholders.

         (c) Each Director shall be at least twenty-one years of age, and at all
times a majority of the Directors  shall be citizens and residents of the United
States, and not less than three of the Directors shall be residents of the State
of New York.

         (d) The Board of  Directors  shall elect such  officers as are provided
for in the By-Laws at the first meeting of the Board of Directors following each
annual  meeting  of the  shareholders.  In the  event  of the  failure  to elect
officers  at such  meeting,  officers  may be elected at any  regular or special
meeting of the Board of Directors.  A vacancy in any office may be filled by the
Board of Directors at any regular or special meeting.

ARTICLE VII

         The duration of the  corporate  existence of the  corporation  shall be
perpetual.

ARTICLE VIII

         The amount of the capital of the corporation  shall be $2,500,000,  and
shall consist of 2,000,000 Common Shares, par value $1.25 per share.

44859-1.DOC
                                     - 4 -







                      THE EQUITABLE LIFE ASSURANCE SOCIETY

                                       OF

                                THE UNITED STATES








                                     BY-LAWS
                                     -------








                         As Amended November 21, 1996


<PAGE>


                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                                       OF
                                THE UNITED STATES

                                     BY-LAWS
                                     -------


                                Table of Contents


ARTICLE I    SHAREHOLDERS................................................     1

 Section 1.1  Annual Meetings............................................     1
 Section 1.2  Notice of Meetings; Waiver.................................     1
 Section 1.3  Organization; Procedure....................................     2
 Section 1.4  Action Without a Meeting...................................     2

ARTICLE II   BOARD OF DIRECTORS..........................................     2

 Section 2.1  Regular Meetings...........................................     2
 Section 2.2  Special Meetings...........................................     2
 Section 2.3  Independent Directors; Quorum..............................     2
 Section 2.4  Notice of Meetings.........................................     3
 Section 2.5  Newly Created Directorships;
                Vacancies................................................     3
 Section 2.6  Presiding Officer..........................................     3
 Section 2.7  Telephone Participation in
                Meetings; Action by Consent
                Without Meeting..........................................     3

ARTICLE III  COMMITTEES..................................................     4

 Section 3.1  Committees.................................................     4
 Section 3.2  Authority of Committees....................................     5
 Section 3.3  Quorum and Manner of Acting................................     5
 Section 3.4  Removal of Members.........................................     6
 Section 3.5  Vacancies..................................................     6
 Section 3.6  Subcommittees..............................................     6
 Section 3.7  Alternate Members of Committees............................     6
 Section 3.8  Attendance of Other Directors..............................     6



<PAGE>


ARTICLE IV   OFFICERS....................................................     6

 Section 4.1  Chairman of the Board......................................     6
 Section 4.2  Vice-Chairman of the Board.................................     7
 Section 4.3  President..................................................     7
 Section 4.4  Chief Executive Officer....................................     7
 Section 4.5  Secretary..................................................     7
 Section 4.6  Other Officers.............................................     8

ARTICLE V    CAPITAL STOCK...............................................     8

 Section 5.1  Transfers of Stock;
                Registered Shareholders..................................     8
 Section 5.2  Transfer Agent and Registrar...............................     9

ARTICLE VI  EXECUTION OF INSTRUMENTS.....................................     9

 Section 6.1  Execution of Instruments...................................     9
 Section 6.2  Facsimile Signatures of
                Former Officers..........................................    10
 Section 6.3  Meaning of Term "Instruments"..............................    10

ARTICLE VII  GENERAL.....................................................    10

 Section 7.1  Reports of Committees......................................    10
 Section 7.2  Independent Certified
                Public Accountants.......................................    10
 Section 7.3  Directors' Fees............................................    10
 Section 7.4  Indemnification of Directors,
                Officers and Employees...................................    10
 Section 7.5  Waiver of Notice...........................................    11
 Section 7.6  Company....................................................    11

ARTICLE VIII  AMENDMENT OF BY-LAWS.......................................    11

 Section 8.1  Amendment of By-Laws.......................................    11
 Section 8.2  Notice of Amendment........................................    12


<PAGE>





                                     BY-LAWS

                                       OF

                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                              OF THE UNITED STATES

                                    ARTICLE I
                                    ---------

                                  SHAREHOLDERS
                                  ------------

         Section 1.1. Annual Meetings. The annual meeting of the shareholders of
the Company for the election of Directors and for the  transaction of such other
business as properly may come before such meeting shall be held at the principal
office of the Company on the third  Wednesday  in the month of May at 3:00 P.M.,
local time, or at such other place,  within or without the State of New York, or
on such other earlier or later date in April or May or at such other hour as may
be fixed from time to time by resolution of the Board of Directors and set forth
in the  notice or waiver of notice of the  meeting.  [Business  Corporation  Law
Secs. 602(a), (b)]*

         Section 1.2. Notice of Meetings; Waiver. The Secretary or any Assistant
Secretary shall cause written notice of the place, date and hour of each meeting
of the  shareholders,  and,  in the case of a special  meeting,  the  purpose or
purposes  for which such  meeting is called  and by or at whose  direction  such
notice is being  issued,  to be given,  personally  or by first class mail,  not
fewer than ten nor more than fifty days  before the date of the  meeting to each
shareholder of record entitled to vote at such meeting.

         No  notice  of  any  meeting  of  shareholders  need  be  given  to any
shareholder  who  submits  a signed  waiver  of  notice,  in person or by proxy,
whether before or after the meeting or who attends the meeting,  in person or by
proxy,  without  protesting  prior to its  conclusion the lack of notice of such
meeting. [Business Corporation Law Secs. 605, 606]

- --------
* Citations are to the Business  Corporation  Law and Insurance Law of the State
of New York, as in effect on [date of adoption],  and are inserted for reference
only, and do not constitute a part of the By-Laws.
<PAGE>

         Section 1.3. Organization;  Procedure. At every meeting of shareholders
the presiding officer shall be the Chairman of the Board or, in the event of his
or her absence or  disability,  the  President  or, in his or her  absence,  any
officer of the Company designated by the shareholders. The order of business and
all  other  matters  of  procedure  at  every  meeting  of  shareholders  may be
determined by such presiding officer.  The Secretary,  or in the event of his or
her absence or disability,  an Assistant Secretary or, in his or her absence, an
appointee of the presiding officer, shall act as Secretary of the meeting.

         Section 1.4. Action Without a Meeting. Any action required or permitted
to be taken by  shareholders  may be taken without a meeting on written  consent
signed by the  holders of all the  outstanding  shares  entitled to vote on such
action. [Business Corporation Law Sec. 615]


                                   ARTICLE II
                                   ----------

                               BOARD OF DIRECTORS
                               ------------------

         Section  2.1.  Regular  Meetings.  Regular  meetings  of the  Board  of
Directors  shall be held at the  principal  office of the  Company  on the third
Thursday of each month,  except January and August,  unless a change in place or
date is  ordered by the Board of  Directors.  The first  regular  meeting of the
Board of  Directors  following  the annual  meeting of the  shareholders  of the
Company is designated as the Annual Meeting. [Business Corporation Law Sec. 710]

         Section  2.2.  Special  Meetings.  Special  meetings  of the  Board  of
Directors may be called at any time by the Chairman of the Board, the President,
or two directors. [Business Corporation Law Sec. 710]

         Section 2.3. Independent Directors;  Quorum. Not less than one-third of
the Board of Directors shall be persons who are not officers or employees of the
Company or of any entity  controlling,  controlled  by, or under common  control
with the Company and who are not beneficial owners of a controlling  interest in
the voting stock of the Company or of any such entity.

         A majority of the entire  Board of  Directors,  including  at least one
Director  who is not an  officer  or  employee  of the  Company or of any entity
controlling,  controlled by, or under common control with the Company and who is
not a  beneficial  owner of a  controlling  interest in the voting  stock of the
Company
<PAGE>

or of any such entity, shall constitute a quorum for the transaction of business
at any regular or special meeting of the Board of Directors, except as otherwise
prescribed by these By-Laws.  Except as otherwise prescribed by law, the Charter
of the  Company,  or these  By-Laws,  the vote of a  majority  of the  Directors
present at the time of the vote,  if a quorum is present at such time,  shall be
the act of the Board of Directors. A majority of the Directors present,  whether
or not a quorum is present,  may adjourn any meeting  from time to time and from
place to place. As used in these By-Laws  "entire Board of Directors"  means the
total  number  of  directors  which  the  Company  would  have if there  were no
vacancies. [Business Corporation Law Secs. 707, 708; Insurance Law Sec. 1202]

         Section  2.4.  Notice of Meetings.  Notice of a regular  meeting of the
Board of Directors need not be given. Notice of a change in the time or place of
a regular  meeting of the Board of Directors  shall be given to each Director at
least five days in advance  thereof in writing  and by  telephone  or  telecopy.
Notice of each special  meeting of the Board of Directors shall be given to each
Director  at least  24 hours  prior to the  special  meeting,  personally  or by
telephone or telegram or telecopy,  and shall state in general terms the purpose
or purposes of the meeting. Any such notice for a regular or special meeting not
specifically  required by this  Section 2.4 to be given by telephone or telecopy
shall be deemed given to a director  when sent by mail,  telegram,  cablegram or
radiogram  addressed  to such  director at his or her address  furnished  to the
Secretary.  Notice of an  adjourned  regular or special  meeting of the Board of
Directors  shall be given if and as  determined  by a majority of the  directors
present  at the time of the  adjournment,  whether  or not a quorum is  present.
[Business Corporation Law Sec. 711]

         Section 2.5. Newly Created Directorships;  Vacancies. Any newly created
directorships  resulting  from  an  increase  in the  number  of  Directors  and
vacancies  occurring  in the  Board  of  Directors  for any  reasons  (including
vacancies  resulting  from the  removal of a Director  without  cause)  shall be
filled by the shareholders of the Company.  [Business  Corporation Law Sec. 705;
Insurance Law Sec. 4211]

         Section 2.6. Presiding  Officer.  In the absence or inability to act of
the  Chairman  of the Board at any  regular or  special  meeting of the Board of
Directors,  any  Vice-Chairman of the Board, or the President,  as designated by
the chief executive  officer,  shall preside at such meeting.  In the absence or
inability to act of all of such  officers,  the Board of Directors  shall select
from among their number present a presiding officer.

                  Section 2.7.  Telephone  Participation in Meetings;  Action by
Consent Without Meeting.  Any Director may participate in a meeting of the Board
<PAGE>

or  any  committee  thereof  by  means  of a  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting  can hear each  other at the same  time,  and such  participation  shall
constitute presence in person at such meeting;  provided that one meeting of the
Board each year shall be held  without the use of such  conference  telephone or
similar communication equipment. When time is of the essence, but not in lieu of
a regularly scheduled meeting of the Board of Directors,  any action required or
permitted to be taken by the Board or any committee thereof may be taken without
a meeting  if all  members of the Board or such  committee,  as the case may be,
consent in writing to the  adoption of a resolution  authorizing  the action and
such written  consents and resolution are filed with the minutes of the Board or
such committee, as the case may be. [Business Corporation Law Sec. 708]


                                   ARTICLE III
                                   -----------

                                   COMMITTEES
                                   ----------

         Section 3.1.  Committees.  (a) The Board of  Directors,  by  resolution
adopted by a majority of the entire Board of Directors, may establish from among
its  members  an  Executive  Committee  of the Board  composed  of three or more
Directors.  Not less than  one-third of the members of such  committee  shall be
persons  who are not  officers  or  employees  of the  Company  or of any entity
controlling, controlled by, or under common control with the Company and who are
not  beneficial  owners of a  controlling  interest  in the voting  stock of the
Company or of any such entity.

         (b) The Board of Directors,  by resolution adopted by a majority of the
entire Board of Directors,  shall  establish  from among its members one or more
committees with authority to discharge the  responsibilities  enumerated in this
subsection (b). Each such committee shall be composed of three or more Directors
and shall be comprised  solely of Directors who are not officers or employees of
the Company or of any entity controlling, controlled by, or under common control
with the Company and who are not beneficial owners of a controlling  interest in
the  voting  stock of the  Company  or of any such  entity.  Such  committee  or
committees shall have responsibility for:

         (i)  Recommending  to the Board of Directors  candidates for nomination
    for election by the shareholders to the Board of Directors;
<PAGE>

         (ii)  Evaluating  the  performance  of  officers  deemed  by  any  such
    committee to be  principal  officers of the Company and  recommending  their
    selection and compensation;

         (iii)  Recommending  the  selection  of  independent  certified  public
    accountants;

         (iv)  Reviewing the scope and results of the  independent  audit and of
    any internal audit; and

         (v) Reviewing the Company's financial condition.

         (c) The Board of Directors,  by resolution adopted from time to time by
a majority  of the  entire  Board of  Directors,  may  establish  from among its
members one or more additional committees of the Board, each composed of five or
more  Directors.  Not less than  one-third of the members of each such committee
shall be persons  who are not  officers  or  employees  of the Company or of any
entity controlling,  controlled by, or under common control with the Company and
who are not beneficial  owners of a controlling  interest in the voting stock of
the Company or of any such entity. [Business Corporation Law Sec. 712; Insurance
Law Sec. 1202]

         Section 3.2. Authority of Committees. Each committee shall have all the
authority of the Board of Directors, to the extent permitted by law and provided
in the resolution creating such committee,  provided, however, that no committee
shall have authority as to the following matters:

         (a)  the  submission  to   shareholders  of  any  action  as  to  which
    shareholder approval is required by law;

         (b) the  filling  of  vacancies  in the  Board of  Directors  or in any
    committee thereof;

         (c) the fixing of  compensation  of the  Directors  for  serving on the
    Board of Directors or any committee thereof;

         (d) the  amendment  or repeal of the  By-Laws,  or the  adoption of new
    By-Laws; or

         (e) the amendment or repeal of any resolution of the Board of Directors
    unless such  resolution of the Board of Directors by its terms provides that
    it may be so amended or repealed.
<PAGE>

         Section  3.3.  Quorum  and Manner of  Acting.  A majority  of the total
membership that a committee would have if there were no vacancies  (including at
least one  Director  who is not an officer or  employee of the Company or of any
entity controlling,  controlled by, or under common control with the Company and
who is not a beneficial  owner of a controlling  interest in the voting stock of
the Company or of any such entity) shall constitute a quorum for the transaction
of  business.  The vote of a majority of the members  present at the time of the
vote, if a quorum is present at such time,  shall be the act of such  committee.
Except as otherwise  prescribed  by these  By-Laws or by the Board of Directors,
each  committee may elect a chairman  from among its members,  fix the times and
dates of its meetings, and adopt other rules of procedure.

         Section 3.4. Removal of Members.  Any member (and any alternate member)
of a  committee  may be  removed by vote of a  majority  of the entire  Board of
Directors.

         Section 3.5. Vacancies.  Any vacancy occurring in any committee for any
reason may be filled by vote of a majority of the entire Board of Directors.

         Section  3.6.  Subcommittees.  Any  committee  may  appoint one or more
subcommittees  from its members.  Any such  subcommittee may be charged with the
duty of  considering  and  reporting to the  appointing  committee on any matter
within the  responsibility  of the committee  appointing such  subcommittee  but
cannot act in place of the appointing committee.

         Section 3.7.  Alternate  Members of Committees.  The Board of Directors
may  designate,  by  resolution  adopted  by a majority  of the entire  Board of
Directors,  one or more directors as alternate  members of any committee who may
replace any absent member or members at a meeting of such  committee.  [Business
Corporation Law Sec. 712]

         Section  3.8.  Attendance  of  Other  Directors.  Except  as  otherwise
prescribed  by the Board of  Directors,  members of the Board of  Directors  may
attend any meeting of any committee.

                                   ARTICLE IV
                                   ----------

                                    OFFICERS
                                    --------

         Section 4.1.  Chairman of the Board.  The Board of  Directors  may at a
regular or special meeting elect from among their number a Chairman of the
<PAGE>

Board who shall hold office,  at the pleasure of the Board of  Directors,  until
the next Annual Meeting.

         The Chairman of the Board shall preside at all meetings of the Board of
Directors and also shall  exercise such powers and perform such duties as may be
delegated  or assigned  to or  required of him or her by these  By-Laws or by or
pursuant to authorization of the Board of Directors.

         Section 4.2.  Vice-Chairman of the Board. The Board of Directors may at
a  regular  or  special  meeting  elect  from  among  their  number  one or more
Vice-Chairmen  of the Board who shall hold office,  at the pleasure of the Board
of Directors, until the next Annual Meeting.

         The  Vice-Chairmen  of the Board shall exercise such powers and perform
such  duties as may be  delegated  or  assigned  to or required of them by these
By-Laws or by or pursuant to  authorization  of the Board of Directors or by the
Chairman of the Board.

         Section 4.3.  President.  The Board of Directors  shall at a regular or
special meeting elect from among their number a President who shall hold office,
at the  pleasure of the Board of  Directors,  until the next Annual  Meeting and
until the election of his or her successor.

         The President shall exercise such powers and perform such duties as may
be delegated or assigned to or required of him or her by these  By-Laws or by or
pursuant to  authorization of the Board of Directors or (if the President is not
the chief executive officer) by the chief executive  officer.  The President and
Secretary may not be the same person.

         Section 4.4. Chief Executive Officer.  The Chairman of the Board or the
President  shall be the chief  executive  officer of the Company as the Board of
Directors  from time to time shall  determine,  and the Board of Directors  from
time to time may  determine  who shall  act as chief  executive  officer  in the
absence or inability to act of the then incumbent.

         Subject to the control of the Board of Directors, and to the extent not
otherwise  prescribed by these By-Laws,  the chief executive  officer shall have
plenary  power  over all  departments,  officers,  employees,  and agents of the
Company,  and shall be responsible  for the general  management and direction of
all the business and affairs of the Company.
<PAGE>

         Section 4.5.  Secretary.  The Board of Directors  shall at a regular or
special meeting elect a Secretary who shall hold office,  at the pleasure of the
Board of Directors,  until the next Annual Meeting and until the election of his
or her successor.

         The Secretary  shall issue notices of the meetings of the  shareholders
and the Board of  Directors  and its  committees,  shall keep the minutes of the
meetings of the  shareholders  and the Board of Directors and its committees and
shall have custody of the Company's  corporate  seal and records.  The Secretary
shall exercise such powers and perform such other duties as relate to the office
of the  Secretary,  and also  such  powers  and  duties as may be  delegated  or
assigned to or required  of him or her by or  pursuant to  authorization  of the
Board of  Directors  or by the  Chairman of the Board or (if the Chairman of the
Board is not the chief executive officer) the chief executive officer.

         Section 4.6.  Other  Officers.  The Board of  Directors  may elect such
other officers as may be deemed necessary for the conduct of the business of the
Company. Each such officer elected by the Board of Directors shall exercise such
powers and perform such duties as may be delegated or assigned to or required of
him or her by the Board of Directors or the chief executive  officer,  and shall
hold office until the next Annual  Meeting,  but at any time may be suspended by
the chief  executive  officer  or by the Board of  Directors,  or removed by the
Board of Directors. [Business Corporation Law Secs. 715, 716]


                                    ARTICLE V
                                    ---------

                                  CAPITAL STOCK
                                  -------------

         Section 5.1. Transfers of Stock; Registered Shareholders. (a) Shares of
stock of the Company  shall be  transferable  only upon the books of the Company
kept for such  purpose upon  surrender  to the Company or its transfer  agent or
agents of a  certificate  (unless  such shares shall be  uncertificated  shares)
representing  shares,  duly endorsed or accompanied  by appropriate  evidence of
succession,  assignment or authority to transfer. Within a reasonable time after
the transfer of uncertificated  shares, the Company shall send to the registered
owner thereof a written  notice  containing the  information  required to be set
forth or stated on certificates.

         (b) Except as otherwise  prescribed  by law, the Board of Directors may
make such rules,  regulations and conditions as it may deem expedient concerning
the  subscription  for, issue,  transfer and  registration  of, shares of stock.
<PAGE>

Except as otherwise prescribed by law, the Company, prior to due presentment for
registration of transfer, may treat the registered owner of shares as the person
exclusively  entitled  to vote,  to  receive  notifications,  and  otherwise  to
exercise all the rights and powers of an owner.  [Business  Corporation Law Sec.
508(d), (f); Insurance Law Sec. 4203]

         Section 5.2 Transfer  Agent and  Registrar.  The Board of Directors may
appoint one or more transfer agents and one or more registrars,  and may require
all certificates  representing shares to bear the signature of any such transfer
agents or  registrars.  The same person may act as transfer  agent and registrar
for the Company.


                                   ARTICLE VI
                                   ----------

                            EXECUTION OF INSTRUMENTS
                            ------------------------

         Section 6.1.  Execution of  Instruments.  (a) Any one of the following,
namely,  the  Chairman  of  the  Board,  any  Vice-Chairman  of the  Board,  the
President, any Vice-President (including a Deputy or Assistant Vice-President or
any other Vice-President  designated by a number or a word or words added before
or  after   the  title   Vice-President   to   indicate   his  or  her  rank  or
responsibilities),  the Secretary, or the Treasurer, or any officer, employee or
agent  designated by or pursuant to  authorization  of the Board of Directors or
any  committee  created  under these  By-Laws,  shall have power in the ordinary
course of business to enter into  contracts or execute  instruments on behalf of
the Company  (other than  checks,  drafts and other orders drawn on funds of the
Company  deposited in its name in banks) and to affix the corporate seal. If any
such  instrument  is to be  executed  on behalf of the  Company by more than one
person,  any two or more of the  foregoing  or any one or more of the  foregoing
with an  Assistant  Secretary  or an  Assistant  Treasurer  shall  have power to
execute such instrument and affix the corporate seal.

         (b) The  signature  of any  officer  may be in  facsimile  on any  such
instrument if it shall also bear the actual signature,  or personally  inscribed
initials, of an officer, employee or agent empowered by or pursuant to the first
sentence of this Section to execute such instrument,  provided that the Board of
Directors  or a  committee  thereof may  authorize  the  issuance  of  insurance
contracts and annuity  contracts on behalf of the Company  bearing the facsimile
signature of an officer  without the actual  signature or  personally  inscribed
initials of any person.
<PAGE>

         (c) All checks,  drafts and other  orders drawn on funds of the Company
deposited in its name in banks shall be signed only pursuant to authorization of
and in  accordance  with  rules  prescribed  from  time to time by the  Board of
Directors  or a committee  thereof,  which rules may permit the use of facsimile
signatures.

         Section 6.2.  Facsimile  Signatures of Former Officers.  If any officer
whose facsimile  signature has been placed upon any instrument shall have ceased
to be such officer before such  instrument is issued,  it may be issued with the
same effect as if he or she had been such officer at the time of its issue.

         Section 6.3. Meaning of Term "Instruments". As used in this Article VI,
the  term  "instruments"   includes,  but  is  not  limited  to,  contracts  and
agreements,  checks, drafts and other orders for the payment of money, transfers
of bonds,  stocks,  notes and other securities,  and powers of attorney,  deeds,
leases, releases of mortgages,  satisfactions and all other instruments entitled
to be recorded in any jurisdiction.


                                   ARTICLE VII
                                   -----------

                                     GENERAL
                                     -------

         Section 7.1.  Reports of Committees.  Reports of any committee  charged
with  responsibility for supervising or making investments shall be submitted at
the next meeting of the Board of Directors.  Reports of other  committees of the
Board of  Directors  shall be  submitted  at a regular  meeting  of the Board of
Directors  as soon as  practicable,  unless  otherwise  directed by the Board of
Directors.

         Section 7.2 Independent  Certified  Public  Accountants.  The books and
accounts  of  the  Company  shall  be  audited  throughout  each  year  by  such
independent  certified  public  accountants as shall be selected by the Board of
Directors.

         Section 7.3. Directors' Fees. The Directors shall be paid such fees for
their  services  in any  capacity  as may have been  authorized  by the Board of
Directors.  No Director who is a salaried  officer of the Company  shall receive
any fees for serving as a Director of the  Company.  [Business  Corporation  Law
Sec. 713(e)]
<PAGE>

         Section 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 Secs.
721-726; Insurance Law Sec. 1216]

         Section  7.5.  Waiver of Notice.  Notice of any meeting of the Board of
Directors  or any  committee  thereof  shall not be  required to be given to any
Director  who  submits a signed  waiver of  notice  whether  before or after the
meeting,  or who  attends  the meeting  without  protesting,  prior to or at its
commencement, the lack of notice to him. [Business Corporation Law Sec. 711(c)]

         Section 7.6.  Company.  The term  "Company" in these  By-Laws means The
Equitable Life Assurance Society of the United States.


                                  ARTICLE VIII
                                  ------------

                              AMENDMENT OF BY-LAWS
                              --------------------

         Section  8.1.  Amendment  of  By-Laws.  Subject to Section  1210 of the
Insurance Law of the State of New York, all By-Laws of the Corporation,
<PAGE>

whether adopted by the Board of Directors or the shareholders,  shall be subject
to amendment, alteration or repeal, and new By-Laws may be made, either

         (a)  by  the   shareholders   at  any  annual  or  special  meeting  of
    shareholders  the notice of which shall have  specified  or  summarized  the
    proposed amendment, alteration, repeal or new By-Laws, or

         (b) by  resolution  adopted by the Board of Directors at any regular or
    special  meeting,  the notice or waiver of notice of which,  unless  none is
    required  hereunder,   shall  have  specified  or  summarized  the  proposed
    amendment, alteration, repeal or new By-Laws,

provided,  however, that the shareholders may at any time provide in the By-Laws
that any  specified  provision  or  provisions  of the  By-Laws  may be amended,
altered or repealed only in the manner specified in the foregoing clause (a), in
which  event  such  provision  or  provisions  shall be  subject  to  amendment,
alteration or repeal only in such manner. [Business Corporation Law Sec. 601(a);
Insurance Law Sec. 1210]

         Section 8.2. Notice of Amendment. If any By-Law regulating an impending
election of directors is adopted, amended or repealed by the Board of Directors,
there shall be set forth in the notice of the next meeting of  shareholders  for
the election of directors the By-Law so adopted,  amended or repealed,  together
with a concise statement of the changes made. [Business Corporation Law Sec. 601
(b).]




                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in the Prospectus Supplement constituting part of
this Post-Effective Amendment No. 1 to the Registration Statement No. 333-17633
on Form S-6 of our report dated February 10, 1997 relating to the financial
statements of The Equitable Life Assurance Society of the United States Separate
Account I for the year ended December 31, 1996, and our report dated February
10, 1997 relating to the consolidated financial statements of The Equitable Life
Assurance Society of the United States for the year ended December 31, 1996,
which reports appear in such Prospectus Supplement. We also consent to the
reference to us under the heading "Financial Statements" in the Prospectus
Supplement.


/s/ Price Waterhouse LLP

Price Waterhouse LLP
New York, New York
April 29, 1997


                                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 Gordon G. Dinsmore, Samuel B. Shlesinger, Maureen K. Wolfson, Pauline
Sherman, Donald R. Kaplan, Naomi J. Weinstein, Mildred Oliver 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 attorney-in-fact and agents
and his, her or their substitutes being empowered to act with or without the
others or other, 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 attorney-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 6th day of January, 1997

                                              /s/ Mary R. (Nina) Henderson
                                             ---------------------------------
                                                  Mary R. (Nina) Henderson




                                                                      Exhibit 9
                                                                      ---------

   

                               SCHEDULE REGARDING
                              EQUITABLE'S LIFE INSURANCE
                      POLICIES FUNDED BY SEPARATE ACCOUNT I
                      AND RELATED POST-EFFECTIVE AMENDMENTS
                                   MAY 1, 1997
                  --------------------------------------------

         The Equitable Life Assurance Society of the United States ("Equitable")
registers the interests of Separate Account I on Form S-6 in File No. 333-17633.
Equitable Variable Life Insurance Company ("Equitable Variable"), a wholly-owned
subsidiary of Equitable,  was merged with and into  Equitable on January 1, 1997
(the  "Merger").  Pursuant  to the Merger,  Equitable  became the  depositor  of
Separate  Account  I and the  Policies  became  obligations  of  Equitable.  The
interests of Equitable Variable's Separate Account I were previously  registered
on Form  S-6 in File  No.  2-54015.  Separate  Account  I  funds  the  following
policies:
    

         1.  "SP-1(TM)."   This  policy,   offered  from  1984  to  1990,  is  a
single-premium  policy with a  contingent  deferred  sales load and a level face
amount.  (Equitable  Variable continues to collect premiums and permit transfers
of accumulated amounts under each of two series of these policies.)

         2. The  "Champion(TM)."  This policy,  offered from 1984 to 1990,  is a
periodic-premium  policy with a contingent  deferred sales load and a level face
amount.  (Equitable  Variable continues to collect premiums and permit transfers
of accumulated amounts under this policy.)

         3. Basic & Expanded.  These  policies,  offered from 1976 to 1987,  are
periodic-premium  policies  with a  front-end  sales load.  (Equitable  Variable
continues to collect premiums and permit transfers of accumulated  amounts under
each of three series of these policies.)

         The  polices  referred  to above  were the  subject  of  post-effective
amendments filed with the Commission as set out below.

         The  abbreviation  "P.E."  refers to a  post-effective  amendment.  The
abbreviation  ("I") refers to Equitable  Variable  Separate  Account I (File No.
811-2581), and the abbreviation ("II") refers to Separate Account II (File No.
811-3182).

         1.    Variable Life Insurance Policy, Level Face Amount ("Basic"), and
               ----------------------------------------------------------------
               Variable Life Insurance Policy, Increasing Face Amount
               ------------------------------------------------------
               ("Expanded") (Files No. 2-48988, 2-54015 and 2-72201).
               ------------------------------------------------------

         The Basic Policy was originally  registered under File No. 2-48988, and
the  Expanded  Policy was  originally  registered  under File No.  2-54015.  The
registration  statements were declared effective on December 17 and December 23,
1975,  respectively.  The registration  statements were amended separately until
1981.  Beginning in 1981, the  registration  statements for both policies funded
through Separate Account I were amended under File No. 2-54015 and, by reference
pursuant to Rule 429 under the Securities Act of 1933, to File No. 2-48988. Both
policies funded through  Separate  Account II were originally  registered  under
File No. 2-72201, and the registration statement was amended under the same file
number.  On March 22, 1985 Separate Account I was combined with Separate Account
II. All subsequent amendments have

<PAGE>
been filed only under File No. 2-54015. Equitable Variable discontinued its
offer to sell Basic and Expanded policies in January, 1987.

First Series (Basic and Expanded)
- ---------------------------------
<TABLE>
<S>                         <C>                       <C>
P.E. No. 1(I)               6-17-76                   Update (Basic; later filing for Expanded)
P.E. No. 1(I)               6-22-76                   Update (Expanded; earlier filing for Basic)
P.E. No. 2(I)               9-3-76                    Update (Each policy)
P.E. No. 3(I)               3-31-77                   Update (Each policy)
P.E. No. 4(I)               2-16-78                   Update (Each policy)
P.E. No. 5(I)               4-26-78                   Update (Each policy)
P.E. No. 12(I)              7-29-81                   Policy rider to permit funding through Separate
                                                      Account II (Each policy)
</TABLE>

Second Series (Basic and Expanded)
- ----------------------------------
<TABLE>
<S>                         <C>                       <C>
P.E. No. 6(I)               11-21-78                  New series of policy (Specimen filed) (Each policy)
P.E. No. 7(I)               12-5-78                   Respond to comments on P.E. No. 6(I) (Each policy)
P.E. No. 8(I)               4-27-79                   Update (and first of annual supplements for
                                                      preceding series) (Each policy)
P.E. No. 9(I)               3-31-80                   Update (Each policy)
P.E. No. 10(I)              1-14-81                   Supplement: additional illustrations of death
                                                      benefits (Each policy)
P.E. No. 11(I)              4-15-81                   Update (Each policy)
P.E. No. 12(I)              7-29-81                   Policy rider to permit funding through Separate
                                                      Account II (Each policy)
</TABLE>

Third Series (Basic and Expanded)
- ---------------------------------
<TABLE>
<S>                         <C>                       <C>
P.E. No. 12(I)              7-29-81                   New series of policy to permit funding through
                                                      Separate Account II, a registered money market
                                                      account (specimens filed, on May 8, 1981, as
                                                      exhibits to Form N-1 registration statement of
                                                      Separate Account II)
P.E. No. 13(I)&
P.E. No. 1(II)              3-18-82                   Update and revise prospectus disclosure format

P.E. No. 14(I)&
P.E. No. 2(II)              12-7-82                   Supplement: revised loan provisions and reduced
                                                      premiums for non-smokers and possible sale through
                                                      independent broker-dealers
</TABLE>

                                       2
<PAGE>
<TABLE>
<S>                         <C>                       <C>
P.E. No. 15(I) &
P.E. No. 3 (II)             4-26-83                   Update
P.E. No. 21(I) &
P.E. No. 9(II)              3-9-84                    Update
P.E. No. 24                 12-19-84                  Revision to reflect proposed reorganization
P.E. No. 25                 3-13-85                   Respond to comments on P.E. No. 24
P.E. No. 26                 3-26-85                   Reflect completion of reorganization and update
P.E. No. 27                 4-30-86                   Update
P.E. No. 28                 9-29-86                   Supplement:  Update and add new investment
                                                      divisions
P.E. No. 29                 12-18-86                  Change effective date of P.E. No. 28 to 12-18-86
P.E. No. 30                 2-27-87                   Supplement:  Update
P.E. No. 31                 4-29-88                   Supplement:  Update
P.E. No. 32                 5-1-89                    Supplement:  Update
P.E. No. 33                 5-1-90                    Supplement:  Update
P.E. No. 34                 2-26-91                   Supplement:  New Separate Account Divisions
P.E. No. 35                 2-26-91                   Supplement:  Update
P.E. No. 36                 4-27-92                   Supplement:  Update
P.E. No. 37                 7-23-92                   Supplement:  Conversion from a Mutual Life
                                                      Insurance Company to a Stock Life Insurance Company
P.E. No. 38                 4-28-93                   Supplement:  Update
P.E. No. 39                 2-11-94                   Supplement:  Update
P.E. No. 40                 4-28-94                   Supplement:  Update
P.E. No. 41                 4-25-95                   Supplement:  Update
   
P.E. No. 42                  4-26-96                  Supplement:  Update
Original                     12-11-96                 Supplement:  To announce the merger of
                                                      Equitable Variable into Equitable.
    

</TABLE>

         2.    Single Premium Variable Life Insurance Policy ("SP-1").
               -------------------------------------------------------

         The original SP-1(TM) Policy, with an increasing face amount, was
originally registered on Post-Effective Amendment No. 16(I) under File No.
2-54015 and on Post-Effective Amendment No. 4(II) under File No. 2-72201.
Equitable Variable discontinued its offer to sell such Policy in December, 1983.

         The second series SP-1 Policy, with a level face amount, was registered
on Post-Effective Amendment No. 23(I) under File No. 2-54015 and on
Post-Effective Amendment No. 11(II) under File No. 2-72201. On March 22, 1985
Separate Account I was combined with Separate Account II. All subsequent
amendments have been filed only under File No. 2-54015. Equitable Variable
discontinued its offer to sell the SP-1 Policy in April, 1990.

First Series (SP-1)
- -------------------
<TABLE>
<S>                         <C>                       <C>
P.E. No. 16(I) &
P.E. No. 4(II)              7-14-83                   New policy (specimen filed)
P.E. No. 17(I) &
P.E. No. 5(II)              8-17-83                   New policy
P.E. No. 18(I) &
P.E. No. 6(II)              10-18-83                  Supplement: sale through independent brokers
</TABLE>

                                       3
<PAGE>
Second Series (SP-1)
- --------------------
<TABLE>
<S>                         <C>                       <C>
P.E. No. 23(I) &
P.E. No. 11(II)             5-14-84                   New series of policy (specimen filed)
P.E. No. 24                 12-19-84                  Revision to reflect proposed reorganization
P.E. No. 25                 3-13-85                   Respond to comments on P.E. No. 24
P.E. No. 26                 3-26-85                   Reflect completion of reorganization and update
P.E. No. 27                 4-30-86                   Update
P.E. No. 28                 9-29-86                   Supplement: Update and add new investment divisions
P.E. No. 29                 12-18-86                  Change effective date of P.E. No. 28 to 12-18-86
P.E. No. 30                 2-27-87                   Supplement:  Update
P.E. No. 31                 4-29-88                   Supplement:  Update
P.E. No. 32                 5-1-89                    Supplement:  Update
P.E. No. 33                 5-1-90                    Supplement:  Update
P.E. No. 34                 2-26-91                   Supplement: New Separate Account Divisions
P.E. No. 35                 2-26-91                   Supplement:  Update
P.E. No. 36                 4-27-92                   Supplement:  Update
P.E. No. 37                 7-23-92                   Supplement: Conversion from a Mutual Life
                                                      Insurance Company to a Stock Life Insurance Company
P.E. No. 38                 4-28-93                   Supplement:  Update
P.E. No. 39                 2-11-94                   Supplement:  Update
P.E. No. 40                 4-28-94                   Supplement:  Update
P.E. No. 41                 4-25-95                   Supplement:  Update
   
P.E. No. 42                 4-26-96                   Supplement:  Update
Original                    12-11-96                  Supplement:  To announce the merger of
                                                      Equitable Variable into Equitable.
    
</TABLE>

         3.    Periodic Premium Variable Life Insurance Policy with Contingent
               ---------------------------------------------------------------
Deferred Sales Load (The "Champion").
- -------------------------------------

         The Champion(TM) Policy was originally registered on Post-Effective
Amendment No. 19 (I) under File No. 2-54015 and on Post-Effective Amendment No.
7(II) under File No. 2-72201. On March 22, 1985 Separate Account I was combined
with Separate Account II. All subsequent amendments have been filed only under
File No. 2-54015. Equitable Variable discontinued its offer to sell The Champion
Policy in April, 1990.

<TABLE>
<S>                         <C>                       <C>
P.E. No. 19(I) &
P.E. No. 7(II)              12-27-83                  New policy (specimen filed)
P.E. No. 20(I) &
P.E. No. 8(II)              2-27-84                   Cancel automatic effectiveness of P.E. No. 19(I) &
                            P.E. No. 7(II)
P.E. No. 22(I) &
</TABLE>

                                       4
<PAGE>
<TABLE>
<S>                         <C>                       <C>
P.E. No. 10 (II)            5-7-84                    Respond to comments on P.E. No. 19(I) & P.E. No.
                                                      7(II)
P.E. No. 24                 12-19-84                  Revision to reflect proposed reorganization
P.E. No. 25                 3-13-85                   Respond to comments on P.E. No. 24
P.E. No. 26                 3-26-85                   Reflect completion of reorganization and update
P.E. No. 27                 4-30-86                   Update
P.E. No. 28                 9-29-86                   Reorganize prospectus presentation, update, and
                                                      add new investment divisions
P.E. No. 29                 12-18-86                  Change effective date of P.E. No. 28 to 12-18-86
P.E. No. 30                 2-27-87                   Supplement:  Update
P.E. No. 31                 4-29-88                   Supplement:  Update
P.E. No. 32                 5-1-89                    Supplement:  Update
P.E. No. 33                 5-1-90                    Supplement:  Update
P.E. No. 34                 2-26-91                   Supplement:  New Separate Account Divisions
P.E. No. 35                 2-26-91                   Supplement:  Update
P.E. No. 36                 4-27-92                   Supplement:  Update
P.E. No. 37                 7-23-92                   Supplement:  Conversion from a Mutual Life
                                                      Insurance Company to a Stock Life Insurance Company
P.E. No. 38                 4-28-93                   Supplement:  Update
P.E. No. 39                 2-11-94                   Supplement:  Update
P.E. No. 40                 4-28-94                   Supplement:  Update
P.E. No. 41                 4-25-95                   Supplement:  Update
   
P.E. No. 42                 4-26-96                   Supplement:  Update
Original                    12-11-96                  Supplement:  To announce the merger of
                                                      Equitable Variable into Equitable.
    
</TABLE>


1813

                                       5

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000312576
<NAME>                                           Sep Acct I ELAS
<SERIES>
<NUMBER>                                         02
<NAME>                                           Common Stock Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            317,825,084
<INVESTMENTS-AT-VALUE>                           543,778,508
<RECEIVABLES>                                    73,012
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   543,851,520
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        12,780,560
<TOTAL-LIABILITIES>                              12,780,560
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     531,070,960
<DIVIDEND-INCOME>                                4,143,111
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   2,447,308
<NET-INVESTMENT-INCOME>                          1,695,803
<REALIZED-GAINS-CURRENT>                         56,095,898
<APPREC-INCREASE-CURRENT>                        48,313,721
<NET-CHANGE-FROM-OPS>                            106,105,422
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        1,695,803
<DISTRIBUTIONS-OF-GAINS>                         104,409,619
<DISTRIBUTIONS-OTHER>                            (31,903,072)
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           74,977,499
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000312576
<NAME>                                           Sep Acct I ELAS
<SERIES>
<NUMBER>                                         03
<NAME>                                           Money Market Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            66,401,674
<INVESTMENTS-AT-VALUE>                           67,476,741
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   67,476,741
<PAYABLE-FOR-SECURITIES>                         42,198
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        1,224,516
<TOTAL-LIABILITIES>                              1,266,714
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     66,210,027
<DIVIDEND-INCOME>                                3,440,074
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   337,817
<NET-INVESTMENT-INCOME>                          3,102,257
<REALIZED-GAINS-CURRENT>                         82,253
<APPREC-INCREASE-CURRENT>                        7,049
<NET-CHANGE-FROM-OPS>                            3,191,559
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        3,102,257
<DISTRIBUTIONS-OF-GAINS>                         89,302
<DISTRIBUTIONS-OTHER>                            (5,725,264)
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           (2,694,659)
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000312576
<NAME>                                           Sep Acct I ELAS
<SERIES>
<NUMBER>                                         04
<NAME>                                           Aggressive Stock Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            20,811,659
<INVESTMENTS-AT-VALUE>                           30,076,602
<RECEIVABLES>                                    28,965
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   30,105,567
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        917,537
<TOTAL-LIABILITIES>                              917,537
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     29,188,030
<DIVIDEND-INCOME>                                65,784
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   135,068
<NET-INVESTMENT-INCOME>                          (69,284)
<REALIZED-GAINS-CURRENT>                         5,170,795
<APPREC-INCREASE-CURRENT>                        166,218
<NET-CHANGE-FROM-OPS>                            5,267,729
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        (69,284)
<DISTRIBUTIONS-OF-GAINS>                         5,337,013
<DISTRIBUTIONS-OTHER>                            785,145
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           5,969,228
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000312576
<NAME>                                           Sep Acct I ELAS
<SERIES>
<NUMBER>                                         05
<NAME>                                           Balanced Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            34,079,909
<INVESTMENTS-AT-VALUE>                           40,158,726
<RECEIVABLES>                                    10,307
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   40,169,033
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        1,267,004
<TOTAL-LIABILITIES>                              1,267,004
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     38,902,029
<DIVIDEND-INCOME>                                1,225,630
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   189,178
<NET-INVESTMENT-INCOME>                          1,036,452
<REALIZED-GAINS-CURRENT>                         3,139,118
<APPREC-INCREASE-CURRENT>                        (105,067)
<NET-CHANGE-FROM-OPS>                            4,070,503
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        1,036,452
<DISTRIBUTIONS-OF-GAINS>                         3,034,051
<DISTRIBUTIONS-OTHER>                            (716,048)
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           3,059,511
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000312576
<NAME>                                           Sep Acct I ELAS
<SERIES>
<NUMBER>                                         06
<NAME>                                           High Yield Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            9,342,140
<INVESTMENTS-AT-VALUE>                           10,464,112
<RECEIVABLES>                                    4,677
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   10,468,789
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        802,156
<TOTAL-LIABILITIES>                              802,156
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
<ACCUMULATED-NII-CURRENT>                        0
<OVERDISTRIBUTION-NII>                           0
<ACCUMULATED-NET-GAINS>                          0
<OVERDISTRIBUTION-GAINS>                         0
<ACCUM-APPREC-OR-DEPREC>                         0
<NET-ASSETS>                                     9,666,633
<DIVIDEND-INCOME>                                952,760
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   44,945
<NET-INVESTMENT-INCOME>                          907,815
<REALIZED-GAINS-CURRENT>                         677,418
<APPREC-INCREASE-CURRENT>                        354,579
<NET-CHANGE-FROM-OPS>                            1,939,812
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        907,815
<DISTRIBUTIONS-OF-GAINS>                         1,031,997
<DISTRIBUTIONS-OTHER>                            (267,365)
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           1,432,798
<ACCUMULATED-NII-PRIOR>                          0
<ACCUMULATED-GAINS-PRIOR>                        0
<OVERDISTRIB-NII-PRIOR>                          0
<OVERDIST-NET-GAINS-PRIOR>                       0
<GROSS-ADVISORY-FEES>                            0
<INTEREST-EXPENSE>                               0
<GROSS-EXPENSE>                                  0
<AVERAGE-NET-ASSETS>                             0
<PER-SHARE-NAV-BEGIN>                            0
<PER-SHARE-NII>                                  0
<PER-SHARE-GAIN-APPREC>                          0
<PER-SHARE-DIVIDEND>                             0
<PER-SHARE-DISTRIBUTIONS>                        0
<RETURNS-OF-CAPITAL>                             0
<PER-SHARE-NAV-END>                              0
<EXPENSE-RATIO>                                  0
<AVG-DEBT-OUTSTANDING>                           0
<AVG-DEBT-PER-SHARE>                             0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000312576
<NAME>                                           Sep Acct I ELAS
<SERIES>
<NUMBER>                                         08
<NAME>                                           Intermed Gov Securities Fund
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    12-MOS
<FISCAL-YEAR-END>                                Dec-31-1996
<PERIOD-START>                                   Jan-01-1996
<PERIOD-END>                                     Dec-31-1996
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            2,455,042
<INVESTMENTS-AT-VALUE>                           2,446,690
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   2,446,690
<PAYABLE-FOR-SECURITIES>                         762
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        159,775
<TOTAL-LIABILITIES>                              160,537
<SENIOR-EQUITY>                                  0
<PAID-IN-CAPITAL-COMMON>                         0
<SHARES-COMMON-STOCK>                            0
<SHARES-COMMON-PRIOR>                            0
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