SEPARATE ACCOUNT NO 301 OF THE EQUIT LIFE ASS SOC OF THE U S
485BPOS, 1996-04-29
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                                              Registration No. 2-74667
                                              Registration No.811-3301
- ----------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM N-4


           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          [ ]

                        Pre-Effective Amendment No.                         [ ]
   
                        Post-Effective Amendment No. 27                     [X]
    
                                    AND/OR

       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      [ ]
   
                               Amendment No. 29                             [X]
    
                       (Check appropriate box or boxes)
                               ----------------
                           SEPARATE ACCOUNT NO. 301
                                      of
           THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                          (Exact Name of Registrant)
                                ----------------
           THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                              (Name of Depositor)
                 787 Seventh Avenue, New York, New York 10019
             (Address of Depositor's Principal Executive Offices)

      Depositor's Telephone Number, including Area Code: 1-(800) 248-2138
                                ----------------
                           HOPE E. ROSENBAUM WERNER
                          VICE PRESIDENT AND COUNSEL

           The Equitable Life Assurance Society of the United States
                 787 Seventh Avenue, New York, New York 10019
                  (Names and Addresses of Agents for Service)
           ---------------------------------------------------------

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




         
<PAGE>



     Approximate Date of Proposed Public Offering: As soon after the effective
date of this Post-Effective Amendment to the Registration Statement as is
practicable.

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

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

[X] On May 1, 1996 pursuant to paragraph (b) of Rule 485.

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

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

[ ] 75 days after filing pursuant to pragraph (a)(2) of Rule 485.

[ ] On (date) pursuant to paragraph (a)(3) of Rule 485.

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for
previously filed post-effective amendment.
                                ----------------
     The Registrant has registered an indefinite number of securities
under the Securities Act of 1933 pursuant to Rule 24f-2.
   
         The Rule 24f-2 Notice of the Registrant for fiscal year 1995 was
filed on February 27, 1996.
    




         
<PAGE>




                             CROSS REFERENCE SHEET
                 SHOWING LOCATION OF INFORMATION IN PROSPECTUS



   FORM N-4 ITEM                              PROSPECTUS CAPTION
   -------------                              ------------------
    1.    Cover Page                          Cover Page

    2.    Definitions                         Summary - Questions and Answers

    3.    Synopsis                            Summary - Questions and Answers

    4.    Condensed Financial                 Certificate
          Information                         Provisions - Investment of
                                              Contributions in the Investment
                                              Divisions

    5.    General Description of              Equitable; Our Separate
          Registrant, Depositor and           Account
          Portfolio Companies

    6.    Deductions and Expenses             Deductions and Charges

    7.    General Description of              Certificate Provisions
          Variable Annuity Contracts

    8.    Annuity Period                      Certificate Provisions

    9.    Death Benefit                       Certificate Provisions - Death
                                              and Disability Benefits

   10.    Purchases and Contract Value        Certificate Provisions

   11.    Redemptions                         Certificate Provisions -
                                              Retirement Benefits

   12.    Taxes                               Federal Income Tax Aspects of the
                                              Retirement Programs

   13.    Legal Proceedings                   Not Applicable

   14.    Table of Contents of the            Table of Contents of the
          Statement of Additional             Statement of Additional
          Information                         Information




         
<PAGE>



                             CROSS REFERENCE SHEET
                        SHOWING LOCATION OF INFORMATION
                    IN STATEMENT OF ADDITIONAL INFORMATION


                                       STATEMENT OF ADDITIONAL
 FORM N-4 ITEM                         INFORMATION CAPTION
 -------------                         -----------------------
 15.    Cover Page                     Cover Page

 16.    Table of Contents              Table of Contents

 17.    General Information            Part 3: Reorganization

 18.    Services                       Not Applicable

 19.    Purchase of                    Certificate
        Securities Being               Provisions - Transfers
        Offered                        Among the Investment Options in
                                       the Prospectus

 20.    Underwriters                   Our Separate Account - the Trust
                                       in the Prospectus

 21.    Calculation of                 Comparative Investment
        Performance Data               Performance in the Prospectus

 22.    Annuity Payments               Not Applicable

 23.    Financial Statements           Financial Statements





         
<PAGE>

   
PROSPECTUS
    

                   CERTIFICATES AND GROUP ANNUITY CONTRACTS

                    FUNDED THROUGH THE INVESTMENT FUNDS OF
                           SEPARATE ACCOUNT NO. 301
                                      OF
          THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 787 SEVENTH AVENUE, NEW YORK, NEW YORK 10019
- -----------------------------------------------------------------------------

This prospectus describes certificates and group annuity contracts which are
designed for use in connection with IRAs, TSAs, SEPs and SARSEPs, all
qualifying for favorable tax treatment under the Internal Revenue Code of
1986, as amended.

Contributions may be put into one or more of twelve Investment Options:

<TABLE>
<CAPTION>
<S>                            <C>                           <C>
 SEPARATE ACCOUNT INVESTMENT FUNDS                           GENERAL ACCOUNT OPTIONS
o Money Market                 o Common Stock                o 1 Year Guaranteed
o Intermediate Government      o Aggressive Stock              Rate Account
  Securities                   o Global                      o 3 Year Guaranteed
o High Yield                   o Conservative Investors        Rate Account
o Balanced                     o Growth Investors
o Growth & Income
</TABLE>

Each of the Investment Funds invests in shares of a corresponding portfolio
(PORTFOLIO) of The Hudson River Trust (TRUST), a mutual fund whose shares are
purchased by the separate accounts of insurance companies. The prospectus for
the Trust directly follows this Prospectus and describes the investment
objectives, policies and risks of the Trust's Portfolios.

This prospectus provides information that you should know before investing,
and should be read and retained for future reference. This prospectus is not
valid unless it is attached to a current prospectus for the Trust, which you
should also read carefully.

For further information and assistance, you should contact our Administrative
Office at P.O. Box 2468, G.P.O., New York, New York 10116. You may also call
the following toll-free number: 1-800-248-2138.

   
A Statement of Additional Information (SAI), dated May 1, 1996, has been filed
with the Securities and Exchange Commission. The SAI has been incorporated by
reference into this prospectus. The SAI is available at no charge by writing to
the above address or by calling the telephone number listed above. The table of
contents to the SAI appears on page 20 of this prospectus. You may also request
an SAI for the 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.

                 THE DATE OF THIS PROSPECTUS IS MAY 1, 1996.
Copyright 1996 The Equitable Life Assurance Society of the United States. All
                               rights reserved.
    




         
<PAGE>

                              TABLE OF CONTENTS

- -----------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                                        PAGE
<S>                                                                    <C>
- ----------------------------------------------------------------------------

SUMMARY--QUESTIONS AND ANSWERS ...................................      3
 Fee Table .......................................................      5
 Example .........................................................      6
 Summary of Unit Values ..........................................      6
EQUITABLE LIFE ...................................................      7
OUR SEPARATE ACCOUNT .............................................      7
 The Trust .......................................................      8
CERTIFICATE PROVISIONS ...........................................     10
 Participants, Certificate Owners and Annuitants .................     10
 Contributions ...................................................     10
 Investment of Contributions in the Investment Funds  ............     10
 Guaranteed Rate Accounts ........................................     11
 Withdrawals .....................................................     12
 Transfers Among the Investment Options ..........................     12
 Death and Disability Benefits ...................................     13
 Retirement Benefits .............................................     13
 Revocation Rights ...............................................     15
 Miscellaneous ...................................................     15
COMPARATIVE INVESTMENT PERFORMANCE ...............................     15
 Annual Percent Changes in Unit Value ............................     16
 Annualized Rates of Return ......................................     16
FEDERAL INCOME TAX ASPECTS OF THE RETIREMENT PROGRAMS  ...........     17
 Tax-Sheltered Annuity Arrangements (TSAs) .......................     17
 Individual Retirement Annuities (IRAs) ..........................     17
 IRAs Under Simplified Employee Pension Plans (SEPs)  ............     17
DEDUCTIONS AND CHARGES ...........................................     17
 Participant Service Charge ......................................     17
 Administration Charge ...........................................     18
 Other Expenses ..................................................     18
 Deductions and Expenses of the Trust ............................     18
 Expense Limitations .............................................     18
 Fixed Annuity Administrative Charge .............................     18
 SEP/SARSEP Enrollment Fee .......................................     18
 Guaranteed Rate Account Premature Withdrawal Charge  ............     18
 Charge for Premium or Applicable Taxes  .........................     18
VOTING RIGHTS ....................................................     19
 Trust Voting Rights .............................................     19
 How We Determine a Participant's Voting Shares ..................     19
 How Trust Shares Are Voted ......................................     19
 Voting Privileges of Participants in Other Separate Accounts  ...     19
 Separate Account Voting Rights ..................................     19
 Changes in Applicable Law .......................................     20
REPORTS ..........................................................     20
REGULATION .......................................................     20
ADDITIONAL INFORMATION ...........................................     20
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION  ........     20

</TABLE>


    

                                2



         
<PAGE>

SUMMARY--QUESTIONS
 AND ANSWERS

WHAT RETIREMENT PROGRAMS ARE OFFERED
UNDER THE CERTIFICATES AND CONTRACTS?

   
In this prospectus we describe group annuity contracts and certificates
issued under group annuity contracts that are used in connection with
retirement programs that qualify for Federal tax benefits under the Internal
Revenue Code of 1986, as amended (the CODE). Individuals who make
contributions or for whom contributions are made are Participants. We offer
IRAs, TSAs, SEPs and SARSEPs under a group annuity contract between Equitable
Life and the Chase Manhattan Bank, N.A. (CHASE) as the Contract Holder.
Individual certificates are issued to each Participant to describe the
Participant's interest under the contract. In summary, the retirement
programs we offer are:
    

 o  Individual retirement annuities (IRAS) for eligible individuals which
qualify for favorable tax treatment under Code Section 408(b);

 o  Tax-sheltered annuity arrangements (TSAS) for employees of tax-exempt
organizations and public schools which qualify for favorable tax treatment
under Code Section 403(b); and

 o  Simplified employee pension plans (SEPS) sponsored by sole
proprietorships, partnerships and corporations. Contributions for each
eligible employee are made by an employer to the IRA certificate issued to
the employee. A SEP may include a salary reduction arrangement (SARSEP).
Under the arrangement, an employee can elect to have the employer contribute
part of his or her pay to the IRA. Unless otherwise noted, references to SEP
certificates in the prospectus include SARSEP arrangements. Each individual
Participant covered by the SEP is the owner and annuitant of the IRA
certificate set up on his or her behalf.

For more information about these tax favored programs, see "Federal Income
Tax Aspects of the Retirement Programs" and, in the SAI, "Part 1--Federal Tax
Considerations of the Retirement Programs."

WHAT ARE THE AVAILABLE INVESTMENT
OPTIONS?

Twelve options are available for the investment of contributions. The ten
INVESTMENT FUNDS of SEPARATE ACCOUNT No. 301 are the Money Market,
Intermediate Government Securities, High Yield, Balanced, Growth & Income,
Common Stock, Aggressive Stock, Global, Conservative Investors and Growth
Investors Funds. Additionally, a one-year and a three-year Guaranteed Rate
Account, which are part of our General Account, are available. The
Conservative Investors and Growth Investors Funds are Asset Allocation
Options.

Each of the Investment Funds invests in a corresponding Portfolio of the
Trust. Collectively, the ten Investment Funds and the Guaranteed Rate
Accounts are called the "INVESTMENT OPTIONS" or "OPTIONS." The availability
of Investment Options to Participants may be limited in some cases.
Participants should check with their employers or plan trustees.

HOW ARE CONTRIBUTIONS MADE AND
INVESTED?

Contributions should be made by check or money order payable to Equitable
Life. Contributions under the certificates may be made at any time by the
Participant or, in the case of a TSA or SEP, by the employer on the
Participant's behalf. An employer may arrange to have contributions deducted
from a Participant's salary and in these cases will automatically transfer
those amounts deducted to us for investment as directed by the Participant.
Only in the case of an IRA or SEP certificate can the Participant make
contributions to us directly (by completing the appropriate form and
enclosing the payment).

Contributions will be allocated to the Investment Options pursuant to
instructions we receive from the Participant. See "Certificate
Provisions--Investment of Contributions in the Investment Funds." In the SAI,
see "Part 2--The Guaranteed Rate Accounts" for details.

                                3



         
<PAGE>

IS THERE A MINIMUM CONTRIBUTION AMOUNT?

There is no minimum contribution amount; however, if a Participant is
contributing through an employer, the employer may have a minimum. See
"Certificate Provisions--Contributions."

CAN THE ALLOCATION OF CONTRIBUTIONS
AMONG THE INVESTMENT OPTIONS BE
CHANGED?

The Participant may change the allocation of contributions among the
Investment Options as often as the Participant wishes by telephone. See
"Certificate Provisions--Contributions." Changing the allocation of
contributions does not cause a reallocation of amounts previously invested.

CAN AMOUNTS BE TRANSFERRED AMONG
THE INVESTMENT OPTIONS?

All or part of a Participant's Account Balance in one Investment Fund may be
transferred to any other Investment Fund as often as the Participant wishes
and without charge or tax liability. Transfers from the Guaranteed Rate
Accounts are subject to special rules. Instructions to transfer amounts among
the Options must be made in writing, unless we have the Participant's
authorization to accept telephone transfers. Transferring amounts does not
affect the allocation of future contributions. For more information regarding
restrictions and other matters, see "Certificate Provisions--Transfers Among the
Investment Options" and, in the SAI, "Part 2--The Guaranteed Rate Accounts."

WHAT RETIREMENT OPTIONS ARE AVAILABLE?

At retirement, a Participant may choose to receive monthly fixed annuity
payments funded through our General Account, periodic distributions from the
Investment Options, a lump sum or a combination of these benefits. For more
information, see "Certificate Provisions--Retirement Benefits."

WHAT ARE THE DEATH AND DISABILITY
BENEFITS?

If a Participant becomes disabled or dies before the Participant's retirement
date as defined in the certificate (RETIREMENT DATE), we will pay the Account
Balance as a disability benefit to the Participant or as a death benefit to a
beneficiary designated by the Participant. See "Certificate Provisions--
Death and Disability Benefits."

CAN WITHDRAWALS BE MADE UNDER THE
CERTIFICATES?

Unless restricted by the retirement program under which the Participant is
covered or by provisions of the Code, all or any portion of the Participant's
Account Balance and, subject to penalty, the Participant's Guaranteed Rate
Account Cash Value may be withdrawn at any time prior to retirement. See in
the SAI, "Part 2--The Guaranteed Rate Accounts."

Withdrawals may result in adverse tax consequences, including a 10% penalty
on early withdrawals. Certain withdrawal restrictions apply to TSA
certificates. We urge each Participant to consult a tax advisor before making
a withdrawal. See "Certificate Provisions--Withdrawals" and "Federal Income
Tax Aspects of the Retirement Programs" and, in the SAI, "Part 1--Federal Tax
Considerations of the Retirement Programs" for more information.

CAN PARTICIPATION BE REVOKED?

The Participant has a right to revoke participation under a certificate. In
most states, the Participant must exercise this right within 10 days of
receipt of the certificate. The Participant should consult a tax advisor
before deciding to revoke, as cancellation may have adverse tax consequences.
See "Certificate Provisions--Revocation Rights"; and, in the SAI, see "Part
1--Federal Tax Considerations of the Retirement Programs."

WHAT IS EQUITABLE LIFE'S ADDRESS?

All communications to Equitable Life, except contributions, should be
addressed to Equitable Life 300+ Series, Box 2468, G.P.O., New York, New York
10116. Contribution checks should be addressed to Equitable Life 300+ Series,
P.O. Box 13871, Newark, New Jersey 07188-0871.

                                4



         
<PAGE>

FEE TABLE

   
The Table gives effect to generally applicable charges. The Table reflects
expenses of both the Separate Account and the Trust for the year ended
December 31, 1995. Certain expenses and fees shown in this Table may not
apply to each certificate. To determine whether a particular item in the
Table applies (and the actual amount, if any), consult the portion of the
prospectus indicated in the notes to the Table. Other charges, such as
enrollment fees and premium taxes, may be applicable. See "Deductions and
Charges."
    

   
<TABLE>
<CAPTION>
                                        INTERMEDIATE
                             MONEY       GOVERNMENT     HIGH
                             MARKET      SECURITIES     YIELD
                          ----------  --------------  -------
<S>                       <C>         <C>             <C>
TRANSACTION EXPENSES
 Sales Load on Purchases                     None
 Annual Participant
 Service Charge (1)                       $30 maximum
SEPARATE ACCOUNT ANNUAL
 EXPENSES (AS A
 PERCENTAGE OF EACH
 INVESTMENT FUND'S
 AVERAGE VALUE)
 Administration Charge        0.25%         0.25%     0.25%
 Other Expenses               0.24%         0.31%     0.57%
  Total Separate
  Account Annual
  Expenses                    0.49%         0.56%     0.82%
TRUST ANNUAL EXPENSES
 (AS A PERCENTAGE OF
 EACH PORTFOLIO'S
 AVERAGE NET ASSETS)
 Management Fees              0.40%(2)      0.50%(2)  0.55%
 Other Expenses               0.04%         0.07%     0.05%
  Total Trust Annual
  Expenses                    0.44%         0.57%     0.60%
TOTAL SEPARATE ACCOUNT
AND TRUST ANNUAL EXPENSE
BEFORE APPLICABLE
REIMBURSEMENT                 0.93%         1.13%     1.42%
EXPENSE REIMBURSEMENT         0.05%         0.15%     --
TOTAL SEPARATE ACCOUNT
AND TRUST ANNUAL
EXPENSES AFTER
APPLICABLE
REIMBURSEMENT (3)             0.88%         0.98%     1.42%
</TABLE>
    

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

   
<TABLE>
<CAPTION>
                                        GROWTH &    COMMON    AGGRESSIVE              CONSERVATIVE     GROWTH
                            BALANCED     INCOME     STOCK       STOCK       GLOBAL     INVESTORS      INVESTORS
                          ----------  ----------  --------  ------------  --------  --------------  -----------
<S>                       <C>         <C>         <C>       <C>           <C>       <C>             <C>
TRANSACTION EXPENSES
 Sales Load on Purchases                                           None
 Annual Participant
 Service Charge (1)                                            $30 maximum
SEPARATE ACCOUNT ANNUAL
 EXPENSES (AS A
 PERCENTAGE OF EACH
 INVESTMENT FUND'S
 AVERAGE VALUE)
 Administration Charge    0.25%       0.25%       0.25%     0.25%         0.25%     0.25%           0.25%
 Other Expenses           0.22%       0.62%       0.22%     0.33%         0.36%     1.09%           1.00%
  Total Separate
  Account Annual
  Expenses                0.47%       0.87%       0.47%     0.58%         0.60%     1.34%           1.25%
TRUST ANNUAL EXPENSES
 (AS A PERCENTAGE OF
 EACH PORTFOLIO'S
 AVERAGE NET ASSETS)
 Management Fees          0.37%       0.55%       0.35%     0.46%         0.53%     0.55%           0.52%
 Other Expenses           0.03%       0.05%       0.03%     0.03%         0.08%     0.04%           0.04%
  Total Trust Annual
  Expenses                0.40%       0.60%       0.38%     0.49%         0.61%     0.59%           0.56%
TOTAL SEPARATE ACCOUNT
AND TRUST ANNUAL EXPENSE
BEFORE APPLICABLE
REIMBURSEMENT             0.87%       1.47%       0.85%     1.07%         1.21%     1.93%           1.81%
EXPENSE REIMBURSEMENT     --          --          --        --            --        --              --
TOTAL SEPARATE ACCOUNT
AND TRUST ANNUAL

CAPITAL PRINTING SYSTEMS]         
EXPENSES AFTER
APPLICABLE
REIMBURSEMENT (3)         0.87%       1.47%       0.85%     1.07%         1.21%     1.93%           1.81%
</TABLE>
    

- ------------
    (1)    See "Deductions and Charges--Participant Service Charge."

    (2)    The annual amount of Management Fees applicable to the Money
           Market and Intermediate Government Securities Portfolios is
           limited to 0.35% of the value of those Portfolios' average daily
           assets. This limitation is a contractual right for Participants
           who enrolled in the program prior to May 1, 1987 and cannot be
           changed without their consent. Equitable Life has voluntarily
           agreed to impose this limitation for all other Participants and
           reserves the right to discontinue it at any time. See "Deductions
           and Charges--Expense Limitations."

   
    (3)    The amounts shown in the Table under "Separate Account Annual
           Expenses" and under "Trust Annual Expenses" for the Money Market,
           Intermediate Government Securities, Balanced and Common Stock
           Funds, when added together, are limited by the certificates and
           contracts to 1% of the value of the Money Market Fund's average
           daily net assets and 1.5% of the value of the Common Stock,
           Government Securities or Balanced Funds' average daily net assets.
           For the High Yield, Aggressive Stock and Global Funds, Equitable
           Life applies a voluntary expense limitation at an effective annual
           rate of 1.5% of average daily net assets of each Fund. See
           "Deductions and Charges--Expense Limitations."
    

                                5



         
<PAGE>

EXAMPLE.  The purpose of this Table is to assist the Participant in
understanding the various costs and expenses which the Participant may bear
directly or indirectly under your certificate. The Table reflects expenses of
both the Separate Account and the Trust.

The examples below show the expenses that the Participant would pay, assuming
a single investment of $1,000 in each Investment Fund listed and a 5% annual
return on assets(1). Applicable expenses are the same whether or not the
Participant withdraws all or part of the Account Balance at the end of each
time period shown. These figures are based on the expenses set forth in the
preceding table after applicable expense reimbursements. For purposes of
these examples, the Participant Service Charge is computed by applying a
Participant Service Charge of $12 to the average number of Participants for
the year, divided by the average Fund assets for the same period.

   
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                                       1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                     --------  ---------  ---------  ----------
<S>                                  <C>       <C>        <C>        <C>
Money Market .......................   $ 9.72    $30.33     $ 52.63    $116.66
Intermediate Government Securities      10.73     33.46       58.00     128.21
High Yield .........................    15.20     47.18       81.41     177.82
Balanced ...........................     9.61     29.99       52.04     115.40
Growth & Income ....................    15.70     48.71       83.99     183.22
Common Stock .......................     9.41     29.39       51.01     113.16
Aggressive Stock ...................    11.64     36.28       62.82     138.54
Global .............................    13.07     40.66       70.31     154.46
Conservative Investors .............    20.35     62.85      107.87     232.39
Growth Investors ...................    19.14     59.19      101.70     219.82
- -------------------------------------------------------------------------------
</TABLE>
    

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

- ----------
   (1) An Account Balance could not be converted to an annuity at the end of
       any of the periods shown in the examples. For any form of annuity
       distribution, the minimum amount applied must be $2,000, and the
       minimum initial annuity payment must be at least $20. See "Certificate
       Provisions--Retirement Benefits." In some cases, charges for state
       premium or other taxes will be deducted from the amount applied.

SUMMARY OF UNIT VALUES. Unit Values for the Money Market, Intermediate
Government Securities, Balanced and Common Stock Funds shown in the table
below include periods prior to June 1987, when four open-end managed separate
accounts (PREDECESSOR SEPARATE ACCOUNTS) were reorganized into the Separate
Account in unit investment trust form. The Unit Value for each Predecessor
Separate Account was established at $10.00 on February 5, 1982, the date that
contributions of Participants were first allocated to those separate
accounts.

   
The Unit Values shown are the same as they would have been if the Separate
Account had operated as a unit investment trust investing in the Trust for
all the periods shown, as currently reported in the Trust's prospectus and
Statement of Additional Information. Because the High Yield, Aggressive Stock
and Global Funds do not have corresponding Predecessor Separate Accounts, no
unit values are presented for them prior to June 1987. Because the Growth &
Income, Conservative Investors and Growth Investors do not have corresponding
Predecessor Separate Accounts, no unit values are presented for them prior to
May 1994.
    

                                6



         
<PAGE>

   
<TABLE>
<CAPTION>
- -------------------------------------------------------------
                        UNIT VALUES
                                       INTERMEDIATE
                                        GOVERNMENT      HIGH
                       MONEY MARKET    SECURITIES*     YIELD
LAST BUSINESS DAY OF       FUND            FUND         FUND
- --------------------  -------------  --------------  --------
<S>                   <C>            <C>             <C>
December 1985 .......     $14.41          $18.45           --
December 1986 .......      15.26           21.86           --
December 1987 .......      16.14           22.41       $10.41
December 1988 .......      17.23           23.63        11.60
December 1989 .......      18.73           27.19        11.67
December 1990 .......      20.17           28.79        11.11
December 1991 .......      21.29           32.73        13.84
December 1992 .......      21.93           34.34        15.40
December 1993 .......      22.48           37.77        18.84
December 1994 .......      23.32           36.13        18.18
December 1995 .......      24.55           40.82        21.67
Number of Units
 Outstanding at
 December 31, 1995
 (000's) ............        850             153           87
</TABLE>
    

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

   
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------

                                    COMMON
                        BALANCED    STOCK     AGGRESSIVE    GLOBAL    GROWTH &    CONSERVATIVE     GROWTH
LAST BUSINESS DAY OF      FUND       FUND     STOCK FUND     FUND      INCOME      INVESTORS      INVESTORS
- --------------------  ----------  --------  ------------  --------  ----------  --------------  -----------
<S>                   <C>         <C>       <C>           <C>       <C>         <C>             <C>
December 1985 .......    $21.80     $24.15          --          --  --          --              --
December 1986 .......     24.57      28.00          --          --  --          --              --
December 1987 .......     23.88      29.88      $ 8.59      $ 8.58  --          --              --
December 1988 .......     27.04      33.04        8.70        9.58  --          --              --
December 1989 .......     33.91      40.94       12.47       11.97  --          --              --
December 1990 .......     33.76      35.87       13.34       11.23  --          --              --
December 1991 .......     47.50      51.55       23.43       14.20  --          --              --
December 1992 .......     45.92      52.97       22.54       14.01  --          --              --
December 1993 .......     51.38      65.89       26.14       18.40  --          --              --
December 1994 .......     47.03      64.13       24.95       19.25  $9.92       $9.92           $9.79
December 1995 .......     56.07      84.56       32.67       22.76  12.21       11.79           12.23
Number of Units
 Outstanding at
 December 31, 1995
 (000's) ............       617        673         190         201  134         75              93
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
    

- ---------
   *Prior to September 6, 1991, the Bond Fund.

EQUITABLE LIFE

   
Equitable Life is a diversified financial services organization serving a
broad spectrum of insurance, investment management and investment banking
customers. We are a New York stock life insurance company that has been in
business since 1859. For more than 100 years we have been among the largest
life insurance companies in the United States. Our Home Office is located at
787 Seventh Avenue, New York, New York 10019. We are authorized to sell life
insurance and annuities in fifty states, the District of Columbia, Puerto
Rico and the Virgin Islands. We maintain local offices throughout the United
States. Equitable Life and its subsidiaries managed assets of approximately
$195.3 billion as of December 31, 1995. Millions of Americans are covered by
Equitable Life health, life, annuity and pension contracts.

Equitable Life is a wholly-owned subsidiary of The Equitable Companies
Incorporated (HOLDING COMPANY). The largest stockholder of the Holding
Company is AXA, a French insurance holding company. AXA beneficially owns
60.6% of the outstanding shares of common stock of the Holding Company as
well as $392.2 million stated value of its issued and outstanding Series E
Convertible Preferred Stock. Under its investment arrangements with Equitable
Life 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 Life. AXA is the principal holding company
for most of the companies in one of the largest insurance groups in Europe.
The majority of AXA's stock is controlled by a group of five French mutual
insurance companies.
    

OUR SEPARATE ACCOUNT



         
The aggregate assets of all the Investment Funds are held in our Separate
Account
No. 301, which was established on October 19, 1981 under the New York
Insurance Law. The Separate Account is organized as a unit investment trust
registered with the Securities and Exchange Commission (SEC) under the
Investment Company Act of 1940 (1940 ACT). This registration does not involve
any supervision by the SEC of the management or investment policies of the
Separate Account.

The Separate Account currently has ten investment funds: a Money Market Fund,
an Intermediate Government Securities Fund, a High Yield Fund, a Balanced
Fund, a Growth & Income Fund, a Common Stock Fund, an Aggressive Stock Fund,
a Global Fund, a Conservative Investors Fund and a Growth Investors Fund,
each of which invests in shares of a corresponding Portfolio of the Trust.

The assets of the Separate Account are our property. The certificates provide
that the portion of the Separate Account's assets equal to the reserves and
other contract liabilities with respect to the Separate Account will not be
chargeable with liabilities arising out of any other business we may conduct.

                                7



         
<PAGE>

Accordingly, income, gains or losses, whether or not realized, from assets of
the Separate Account are credited to or charged against the Separate Account
without regard to Equitable's other income, gains or losses. We are the
issuer of the certificates and the obligations set forth therein, other than
those of Participants or employers, are ours.

In addition to contributions made under the certificates described in this
Prospectus, we may allocate to the Separate Account monies received under
other agreements or annuity contracts. Each Participant will participate in
the Separate Account in proportion to the amount in the Separate Account
attributable to such Participant's certificate. We may transfer to our
General Account any of the Separate Account's assets that are in excess of
the reserves and other liabilities relating to the certificates described in
this prospectus or certain other contracts.

We reserve the right, subject to compliance with applicable law, including
approval of the Participants, if required, (1) to cause the registration or
deregistration of the Separate Account under the Investment Company Act of
1940, (2) to operate the Separate Account under the direction of a committee
and to discharge such committee at any time, (3) to restrict or eliminate any
voting rights of Participants or other persons who have voting rights as to
the Separate Account, (4) to add, change or remove the designated investment
company, (5) to add, change or remove Investment Funds, (6) to combine any
two or more Investment Funds, (7) to transfer assets from any one of the
Investment Funds to another Investment Fund, and (8) to operate the Separate
Account or one or more of the Investment Funds by making direct investments
or investments in any other form Equitable Life in its sole discretion
determines.

We may make other changes in the certificates that do not reduce any Cash
Value, Account Balance, Annuity Value or Annuity Benefit or other accrued
rights or benefits.

Equico Securities, Inc. (EQUICO), a wholly-owned subsidiary of Equitable
Life, performs all sales functions for the Separate Account and may be deemed to
be its principal underwriter under the 1940 Act. Equico is also the principal
underwriter of The Hudson River Trust. Equico is registered with the SEC as a
broker-dealer under the Securities Exchange Act of 1934 (EXCHANGE ACT) and is
a member of the National Association of Securities Dealers, Inc. Equico's
principal business address is 1755 Broadway, New York, New York 10019. The
offering described in the prospectus will be made through registered
representatives of Equico.

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
Portfolio of the Trust. The Trust has twelve different Portfolios.
Participants may invest in any of ten Investment Funds of the Separate
Account, which, in turn, invest in corresponding Portfolios of the Trust. The
Trust commenced operations in June 1987. The Trust does not impose a sales
charge or "load" for buying and selling its shares. All dividend
distributions from the Trust are reinvested in full and fractional shares of
the Portfolio to which they relate.

More detailed information about the Trust, its investment objectives,
policies, restrictions, risks, expenses and all other aspects of its
operations, appears in its prospectus, which is the second part of this
booklet, or in its statement of additional information.

   
The Trust's Investment Adviser. The Trust is advised by Alliance Capital
Management L.P. (ALLIANCE), which is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940. On December 31, 1995,
Alliance was managing over $146.5 billion in assets. Alliance acts as an
investment adviser to various separate accounts and general accounts of
Equitable Life and other affiliated insurance companies. Alliance also
provides management and consulting services to mutual funds, endowment funds,
insurance companies, foreign entities, qualified and non-tax
    

                                8



         
<PAGE>

qualified corporate funds, public and private pension and profit-sharing
plans, foundations and tax-exempt organizations.

Alliance's main office is located at 1345 Avenue
of the Americas, New York, New York 10105. Alliance, a publicly-traded
limited partnership, is indirectly majority-owned by Equitable Life.

The advisory fee payable by the Trust is based on the following annual
percentages of the value of each Portfolio's daily average net assets:

<TABLE>
<CAPTION>
             DAILY AVERAGE NET ASSETS
            ------------------------------------------------------------------
                                                   NEXT $400       OVER $750
PORTFOLIO                 FIRST $350 MILLION        MILLION         MILLION
- --------------------  ------------------------  --------------  --------------
<S>                   <C>                       <C>             <C>
Common Stock, Money
 Market and Balanced             .400%                .375%           .350%
Aggressive Stock and
 Intermediate
 Government
 Securities .........            .500%                .475%           .450%
Growth & Income,
 High Yield, Global,
 Conservative
 Investors and
 Growth Investors  ..            .550%                .525%           .500%
</TABLE>

Investment Policies of the Trust's 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. There is no guarantee that these objectives
will be achieved.

<TABLE>
<CAPTION>
 PORTFOLIO             INVESTMENT POLICY              OBJECTIVE
- ----------------  --------------------------  ------------------------
<S>               <C>                         <C>
Money Market      Primarily high quality      High level of current
                  short-term money market     income while preserving
                  instruments                 assets and maintaining
                                              liquidity
Intermediate      Primarily debt securities   High current income con-
Government        issued or guaranteed by     sistent with relative
Securities        the U.S. Government, its    stability of principal
                  agencies and instrumen-
                  talities. Each investment
                  will have a final maturity
                  of not more than 10 years
                  or a duration not exceed-
                  ing that of a 10-year
                  Treasury note
High Yield        Primarily a diversified     High return by maximiz-
                  mix of high yield, fixed    ing current income and,
                  income securities involv-   to the extent consistent
                  ing greater volatility of   with that objective,
                  price and risk of princi-   capital appreciation
                  pal and income than high
                  quality fixed income secu-
                  rities. The medium and
                  lower quality debt securi-
                  ties in which the Portfo-
                  lio may invest are known
                  as "junk bonds"
Balanced          Primarily common stocks,    High return through a
                  publicly-traded debt se-    combination of current
                  curities and high quality   income and capital ap-
                  money market instruments    preciation
Growth & Income   Primarily income producing  High total return
                  common stocks and securi-   through a combination of
                  ties convertible into com-  current income and capi-
                  mon stocks                  tal appreciation
Common Stock      Primarily common stock and  Long-term growth of
                  other equity-type instru-   capital and increasing
                  ments                       income
Aggressive Stock  Primarily common stocks     Long-term growth of
                  and other equity-type se-   capital
                  curities issued by medium
                  and other smaller sized
                  companies with strong
                  growth potential
Global            Primarily equity securi-    Long-term growth
                  ties of non-United States   of capital
                  as well as United States
                  companies



         

ASSET ALLOCATION SERIES:
Conservative      Diversified mix of pub-     High total return with-
Investors         licly traded fixed-income   out, in the adviser's
                  and equity securities; as-  opinion, undue risk to
                  set mix and security se-    principal
                  lection primarily based
                  upon factors expected to
                  reduce risk
Growth Investors  Diversified mix of          High total return con-
                  publicly-traded, fixed in-  sistent with the advis-
                  come and equity securi-     er's determination of
                  ties; asset mix and secu-   reasonable risk
                  rity selection based upon
                  factors expected to in-
                  crease possibility of high
                  long-term return
</TABLE>

                                9



         
<PAGE>

CERTIFICATE PROVISIONS

An employer may, in certain circumstances, limit a Participant's rights under
a certificate. The Participant should check the provisions of the employer's
plan or agreements with the Participant to see if there are any such
limitations and, if so, what they are.

PARTICIPANTS, CERTIFICATE OWNERS
AND ANNUITANTS

Individuals who make contributions or individuals for whom contributions are
made under certificates are Participants. Each Participant is also an
Annuitant, meaning the person upon whose life the certificate is issued and
the person who is entitled to receive benefit payments. Each Participant is
also the owner of the certificate. Under an IRA, a Participant's spouse may
also become a Participant by establishing a spousal IRA. In such case, we
will issue a separate certificate to the spouse.

CONTRIBUTIONS

Frequency and Amount. In the case of an IRA or SEP, the Participant or
employer makes contributions by completing the appropriate contribution form
and enclosing the payment. There is no minimum contribution amount except for
any established by an employer for contributions made by payroll deductions.
Contributions should be sent by check or money order to Equitable Life 300+
Series and made payable to Equitable Life.

Contributions made by payroll deduction must be sent to us by the
Participant's employer.

Annual contributions to a retirement program may be subject to maximum limits
imposed by the Code. See the SAI, "Part 1--Federal Tax Considerations of the
Retirement Programs" for a discussion of these limitations. We do not monitor
whether or not the contributions made under any of the retirement programs
may be in excess of the maximum limits imposed by the Code, but we reserve
the right to refuse contributions we believe to be in excess of such maximum
levels.

Subject to any restrictions imposed by an employer's retirement program,
rollover and direct transfer contributions will be accepted. See the SAI,
"Part 1--Federal Tax Considerations of the Retirement Programs" for details.

Allocation of Contributions. The Participant, by written instructions to us,
will designate how each contribution will be allocated among the Investment
Options. The Participant may use our telephone service (Account Investment
Management (AIM) System) to change the future allocation for contributions.
Requests for changes in allocations among the Investment Options will become
effective on the date of the receipt. Checks accompanied by an allocation
change request will be invested in accordance with that request. Changes in
the allocation of future contributions have no effect on amounts already
invested.

Discontinuance and Resumption of Contributions. A Participant is under no
obligation to continue making contributions. If contributions made by or on
behalf of a Participant are discontinued, participation under the certificate
will remain in effect, and, except for SEP certificates, contributions can be
resumed at any time. However, we reserve the right to close a Participant's
Account if no contributions are made within 120 days of the issue date of the
certificate.

We also reserve the right to close a Participant's Account and pay any
Account Balance if contributions are discontinued for at least three years
from the date of the last contribution, and either (1) the Account Balance
does not exceed $2,000 or (2) the annuity which the existing Account Balance
would purchase at the Participant's Retirement Date would be less than $20
per month based on the current annuity rates in effect under the certificate.

INVESTMENT OF CONTRIBUTIONS IN
THE INVESTMENT FUNDS

Business Day. Generally, a business day is any day Equitable Life is open and
the New York Stock Exchange is open for trading. We may close due to
emergency conditions. Generally, no transactions are processed if we are
closed, except if received on the AIM System. A business day ends at 4:00
p.m. Eastern time.

Purchase of Units in the Investment Funds. Contributions are invested on the
date of receipt, provided they are received by us on an Equitable Life
business day and are correctly payable and accompanied by a properly
completed contribution form. We may retain contributions accompanied by an
incomplete contribution form for five business days while we attempt to
obtain the

                               10



         
<PAGE>

information required to complete the form. Contributions will be invested
immediately after the contribution form is complete.

The portion of each contribution allocated to an Investment Fund will be used
to purchase Units in that Fund. The number of Units purchased by a
contribution to an Investment Fund is calculated by dividing the amount of
the contribution by the Investment Fund's Unit Value on the business day we
receive the contribution. See "How We Determine the Unit Value" below. The
number of Units purchased will not vary, however, because of any subsequent
fluctuation in the Unit Value.

The value of the Unit fluctuates with the investment performance of the
corresponding Portfolio of the Trust, which reflects the investment income
and realized and unrealized capital gains and losses of the Fund and Trust
expenses and charges. Unit Values also reflect the deductions and charges
made to the Investment Funds of the Separate Account. See "Deductions and
Charges."

On any given day, the value you have in any Investment Fund of our Separate
Account is the Unit Value times the number of Units credited to you in that
Investment Fund.

How We Determine the Unit Value. Unit Values for the Investment Funds of our
Separate Account are determined at the end of each business day.

The Unit Value of any Investment Fund for any business day is equal to the
Unit Value for the preceding business day multiplied by the Net Investment
Factor for that Investment Fund on that business day.

A Net Investment Factor for each Investment Fund is determined every business
day as follows:

 o  First, we take the value of the shares belonging to the Investment Fund
in the corresponding Portfolio of the Trust at the close of business that day
(before giving effect to any amounts allocated to or withdrawn from the
Investment Fund for that day). For this purpose, we use the share value
reported to us by the Portfolio.
 o  Then, we divide this amount by the value of the amounts in the Investment
Fund at the close of business on the preceding business day (after giving
effect to any amounts allocated or withdrawn for that day).
 o  Finally, we subtract any daily charge for fees or expenses payable by the
Investment Fund, other than the participant service charge (see "Deductions
and Charges").

Illustration of Changes in Unit Values. Generally, if on a particular
Business Day investment income and realized and unrealized capital gains
exceed realized and unrealized capital losses and any expense charges, the
Unit Value would be greater than the value for the previous period.

For example, assume that at the close of trading on a Monday, the value of an
Investment Fund's assets is $2,500,000, and the Unit Value is $10. If on the
next business day, Tuesday, the investment income and realized and unrealized
capital gains exceed realized and unrealized losses by $7,500, and the daily
accrual for expenses charged to the Trust is $50, the Unit Value for that day
would be calculated as follows:

<TABLE>
<CAPTION>
<S>   <C>                                   <C>
 1.   Unit Value for Monday ...........          $10
2.    Value of assets at close of
      business on Monday ..............   $2,500,000
3.    Excess of investment income and
      realized and unrealized capital
      gains over realized and
      unrealized losses ...............       $7,500
4.    Daily accrual for expenses
      (administration charges and
      certain expenses borne directly
      by the Investment Funds) charged
      to the Investment Fund ..........          $50
5.    Value of assets, less charge for
      expenses, at close of business
      day on Tuesday, (2) + (3) - (4)     $2,507,450
6.    Net Investment Factor (5)
      divided by (2) ..................      1.00298
7.    Unit Value for Tuesday (1) X (6)      $10.0298
</TABLE>

If, on the other hand, the realized and unrealized losses exceeded investment
income and realized and unrealized capital gains on that day by $7,500, the
Unit Value for Tuesday would have been $9.9698.

GUARANTEED RATE ACCOUNTS

Contributions to a Guaranteed Rate Account are credited with interest at a
fixed rate for one-year and three-year periods. The amount of the
contribution is guaranteed

                               11



         
<PAGE>

by us (before deduction of any applicable participant service charge). The
effective guaranteed annual rate will always be at least 3%. New one and
three-year Guarantees will be offered each quarter, with the new Guaranteed
Rates generally being announced at least 10 days before the beginning of the
quarter. Contributions are permitted at any time. Withdrawals or transfers
prior to maturity are restricted and are also subject to a premature
withdrawal charge, except under certain limited circumstances.

For more information on the Guaranteed Rate Accounts, see "Part 2: The
Guaranteed Rate Accounts" in the SAI.

WITHDRAWALS

All or part of the Participant's Account Balance in the Investment Funds of
the Separate Account plus the Participant's Guaranteed Rate Account Cash
Values may be withdrawn by submitting the proper form to us. A TSA retirement
program may require spousal consent prior to withdrawal or may otherwise
restrict such withdrawals.

Withdrawals, regardless of whether from a TSA, IRA or SEP, will generally
have Federal tax consequences, which may include penalties if withdrawals are
made prior to retirement. A Participant should consult with a tax advisor, as
well as review the provisions of the retirement program before making a
withdrawal. See the SAI, "Part I--Federal Tax Considerations of the
Retirement Programs."

Generally, the request for a withdrawal is sent directly to us by the
Participant. In the case of certain TSAs, the Participant notifies the
employer, who will submit the Participant's request to us.

The request for a partial withdrawal should specify the dollar amount of the
withdrawal and the Investment Option from which the withdrawal should be
made. If not specified, the withdrawal will be made from each Investment
Option on a pro rata basis.

Withdrawals pursuant to a periodic distribution option from the Investment
Funds will be subject to certain restrictions described below under
"Retirement Benefits." Withdrawals are subject to Federal income tax
withholding. For more information, see "Part I--Federal Tax Considerations of
the Retirement Programs" in the SAI.

The request for a withdrawal should be made on the form supplied by us for
that purpose and sent to us. If a full withdrawal is requested, the
Participant's certificate should accompany the withdrawal request.

Withdrawals are made by reducing the number of Units the Participant has in
each Investment Fund from which withdrawals are to be made. For each
Investment Fund, the number of Units deducted is determined by dividing the
dollar amount of the withdrawal by that Fund's Unit Value on the business day
we receive a correctly completed withdrawal request. Withdrawals which result
in a total remaining Account Balance of less than $100 may be considered a
request to surrender unless we are told by the Participant to keep the
account active.

Except as stated under "Miscellaneous--Deferment Provisions," we will pay
all single sum payments from the Investment Funds within seven days after the
date as of which the amount of the payment is determined.

For TSAs, restrictions on distributions (whether by withdrawal, surrender or
annuitization) apply to the value of the Participant's salary reduction
(elective deferral contributions). These restrictions do not apply to such
amounts as of December 31, 1988 (or to the extent such amounts were carried
over from a prior TSA). To take advantage of this grandfathering for
transferred amounts, the participant or employer must notify us in writing of
the December 31, 1988 account balance. Distributions of restricted salary
reduction amounts may be made only if the Participant attains age 59 1/2,
dies, is disabled, separates from service or incurs a financial hardship.
Hardship distributions are limited to the amount actually contributed under a
salary reduction agreement, without earnings.

TRANSFERS AMONG THE INVESTMENT OPTIONS

Participants may transfer all or a portion of their Account Balances in one
Investment Fund to any other Investment Fund at any time without charge or
tax liability. Participants may make transfers using the AIM System.
Procedures have been established by Equitable Life that are considered to be
reasonable and are designed to confirm that instructions communicated by
telephone are genuine. Such procedures include requiring certain personal
identification information prior to acting on telephone instructions and
providing written confirmation of instructions

                               12



         
<PAGE>

communicated by telephone. If Equitable Life does not employ reasonable
procedures to confirm that instructions communicated by telephone are
genuine, it may be liable for any losses arising out of any action on its
part or any failure or omission to act as a result of its own negligence,
lack of good faith, or willful misconduct. In light of the procedures
established, Equitable Life will not be liable for following telephone
instructions that it reasonably believes to be genuine. We may discontinue
the telephone transfer service at any time without notice.

If amounts are transferred from one Investment Fund to another Investment
Fund, Units in one Investment Fund are "sold" and new Units are "purchased"
in the second Investment Fund. We will make the transfer as of the business
day on which the transfer request is received.

Transfers from the Guaranteed Rate Accounts are subject to special rules set
forth in the SAI. Participants may not transfer amounts from the Guaranteed
Rate Accounts during the Open Period. Thereafter, transfers made before the
maturity of a GRA will be subject to a penalty. Transfers will not change the
allocation of any future contributions to the Investment Options.

DEATH AND DISABILITY BENEFITS

For either a death or disability payment, the Account Balance is determined
as of the business day we receive written notification and proof of death or
disability.

If we receive notification of a Participant's death prior to the
Participant's Retirement Date, we will pay the Participant's Account Balance
to the designated beneficiary, subject to any restrictions under a TSA
retirement program. If the designated beneficiary is the Participant's
surviving spouse, the distribution of the Account Balance need not commence
until the earlier of (1) the date the Participant would have attained age
70 1/2 or (2) the date the surviving spouse elects payment to commence.
Depending on the Participant's election, the death benefit will be paid as a
single sum, as periodic payments, as an annuity or as a combination of the
three. If no death benefit election is in effect, the beneficiary may elect a
single sum or an alternate form of benefit payment within the time limit
prescribed in the Code. Different elections may have different tax
consequences. Distributions received by a beneficiary are generally given the
same tax treatment the Participant would have received if distribution had
been made to the Participant. See the SAI, "Part 1--Federal Tax
Considerations of the Retirement Programs" for more information.

In the case of disability prior to a Participant's Retirement Date, the
Account Balance will be paid to the Participant, subject to any restrictions
under a TSA retirement program.

RETIREMENT BENEFITS

Retirement. Upon enrollment, Participants are asked to specify a Retirement
Date when retirement benefits are expected to begin. If the Participant fails
to specify a Retirement Date, we will assume it is age 65. The Retirement
Date can be changed at any time but must be on the first day of a calendar
month. It may be changed by written notice to us and will become effective on
the date it is received.

Distributions generally must commence no later than April 1st of the calendar
year following the year in which the Participant attains age 70 1/2. Once
required distributions begin, subsequent required distributions must be made
by December 31st of each calendar year. Special rules may apply to (1)
Participants in church or governmental plans, (2) Participants who reached
age 70 1/2 before or during 1988 and (3) TSA contributions made prior to
1987. These rules are discussed more fully in the SAI.

Forms of Retirement Benefits. Subject to the provisions of the retirement
program under which the Participant is covered, at the Participant's
Retirement Date the Participant's Account Balance in the Investment Funds and
the Guaranteed Rate Account Cash Values are applied to provide a retirement
benefit as a single sum, a periodic distribution option, a fixed annuity or a
combination of these options. The Participant's Guaranteed Rate Accounts will
not be subject to the premature withdrawal charge if either of the following
options is elected: (1) a fixed annuity or (2) a periodic distribution option
whereby

                               13



         
<PAGE>

payments are made over a period of greater than three years.

Unless a TSA retirement program specifies differently, if the Participant has
not elected a retirement benefit before the Retirement Date selected, the
Normal Form of Annuity Benefit will be purchased. In the case of certain
TSAs, the Participant may be required to elect a joint and survivor annuity
payout unless the Participant's spouse consents in writing to a contrary
election. Participants should ask their employers whether this requirement is
applicable.

If the Participant has not already selected a form of annuity six months
before the Retirement Date, we will send an appropriate notification form on
which the Participant may indicate the type of annuity desired or confirm to
us that the Normal Form of Annuity Benefit is to be purchased. If we do not
receive a completed notification form on or before the Retirement Date, the
Participant's Account Balances and Guaranteed Rate Account Cash Values will
remain invested until we have received written instructions.

Normal Form of Annuity Benefit. The Normal Form of Annuity Benefit payable is
the Full Cash Refund Annuity. This is a fixed annuity for the lifetime of the
Annuitant. The Participant's beneficiary will receive a cash refund if, at
the Participant's death, the total annuity payments do not equal the amount
that was applied to provide the annuity. The refund equals the difference
between the amount applied to purchase the annuity and the annuity payments
actually received.

Once fixed annuity payments commence, the amount of each payment does not
change. The minimum amount of the fixed payments is determined from tables in
the certificate which show monthly payments for each $1,000 applied (after
deduction of any applicable taxes and the fixed annuity administrative fee
described below) and depends on the form of annuity selected and the age of
the Annuitant. If our group annuity rates for payment of proceeds or our rate
for single premium immediate annuities then in effect at the Participant's
Retirement Date should produce a larger payment, these rates will apply in
lieu of the minimum rates shown in the tables. We may change the amount of
the monthly payments shown in the certificates for new Participants.

Periodic Distribution Option. This option is designed to pay out the
Participant's entire Account Balance in monthly, quarterly, semi-annual or
annual installment payments over a minimum three-year period (as you or your
beneficiary may specify). This period may not generally exceed applicable
life expectancy limitations as described in the SAI under "Part 1--Federal
Tax Considerations of the Retirement Programs."

The amount of each payment can be calculated in one of two ways: either the
Participant can specify a dollar amount or a time period. If a time period,
the payment is determined by dividing the remaining Account Balances by the
number of remaining payments. Withdrawals are made pro-rata from each
Investment Option. Such periodic payments may currently be made from the
Guaranteed Rate Accounts without premature withdrawal charge; however, we
retain the right to suspend such distributions from the Guaranteed Rate
Accounts in the future.

An initial monthly payment of at least $50 is required under the Periodic
Distribution Option. After installment payments have begun, Participants may
continue to transfer amounts among the Investment Options as they prefer. By
written notice to us, the Participant may make a partial withdrawal or elect
to stop the installment payments and receive the Account Balance in a single
sum.

Election of Other Annuities or Optional Retirement Benefits. The
Participant's Account Balance may be used to provide forms of fixed annuities
(other than the Normal Form of Annuity Benefit) that are offered by us,
including joint and survivor annuities. Payments made under life or joint
life annuities which do not specify a minimum distribution period terminate
with the death of the last surviving annuitant.

A participant may, therefore, specify a minimum distribution period whereby
benefits would continue to a beneficiary. A participant may not specify a
minimum distribution period that is greater than the participant's

                               14



         
<PAGE>

life expectancy or the life expectancy of the beneficiary. If the beneficiary
is someone other than the Participant's spouse, payments to the surviving
beneficiary must be limited as prescribed in Proposed Treasury Regulations.
See "Part 1--Federal Tax Considerations of the Retirement Programs" in the
SAI.

Once a life annuity takes effect, the Annuitant may not redeem or change it
to any other form of benefit. If payment under an annuity continues to a
beneficiary, the beneficiary will have the right to redeem the annuity for
its commuted value. An annuity is available only if the amount to be applied
is $2,000 or more and would result in an initial payment of at least $20.

REVOCATION RIGHTS

The Participant can revoke participation under a certificate and the
certificate may be cancelled by returning it to us within 10 days (or longer
if your state requires) after receipt by the Participant. We will refund all
contributions made or, if greater, with respect to contributions allocated to
the Investment Options, we will refund the Participant's Account Balance,
computed on the business day we receive the certificate.

The Participant should consult a tax advisor before deciding to revoke, as
cancellation may have adverse tax consequences. For more complete
information, see "Part 1--Federal Tax Considerations of the Retirement
Programs" in the SAI.

MISCELLANEOUS

Assignment. Unless contrary to applicable law, the certificate, or any rights
to any payment thereunder, may not be assigned, sold, discontinued or pledged
as collateral to any person other than to us.

Beneficiaries. The Participant may name the beneficiary at the time of
enrollment. The beneficiary can be changed any time during the Participant's
lifetime. See "Part 1--Federal Tax Considerations of the Retirement Programs"
in the SAI for spousal consent limitations for certain TSAs.

Deferment Provisions. Assuming we have been properly notified of a death,
disability or other withdrawal, we will normally make payment of the Account
Balance within seven days. However, we may defer payments from the Investment
Funds for any period during which (1) the New York Stock Exchange is closed
or trading on it is restricted, (2) sale of securities or determination of
the fair value of the Investment Fund assets is not reasonably practicable
because of an emergency or (3) the SEC by order permits postponement for the
protection of persons having interests in the Investment Funds.

Disqualification. In the event that a retirement program funded under the
certificates offered by this prospectus fails to qualify under the Code for
the tax-favored status for which it was purchased, we have the right to
terminate the certificate and pay to the Participant, plan trustee or any
other designated payee the sum of the Investment Fund Account Balances and
the Guaranteed Rate Account Cash Value less any deduction for Federal income
tax payable by us as a result of that non-qualification.

   
Contract Holder. IRA, TSA and SEP certificates are issued under group annuity
contracts between us and Chase, as Trustee or Custodian. The sole
responsibility of Chase is to serve as party to the contracts. It has no
responsibility for the administration of these programs, for payments to the
Investment Options or to Participants, or for any distributions or duties
under these contracts. Under certain circumstances, we may make changes in
the certificates and contracts as described under "Changes in Applicable
Law."
    

COMPARATIVE
INVESTMENT PERFORMANCE

The tables below show comparisons between the performance of the Money
Market, Common Stock, Intermediate Government Securities (previously, the
Bond Fund), Balanced, High Yield, Aggressive Stock, Global, Growth & Income,
Growth Investors and Conservative Investors Funds and the performances of the
Standard & Poor's 500 Stock Index (S&P 500) and the Lehman
Government/Corporate Bond Index (Lehman).

The S&P 500 and Lehman indices represent unmanaged groups of securities
widely regarded by investors as representative

                               15



         
<PAGE>

of the stock and bond markets in general. The comparisons should be
considered in light of the investment policies and objectives of each of the
Investment Funds (which are substantially similar to the investment policies
and objectives of the corresponding portfolios of the Trust). Since the
Investment Funds do not distribute dividends or interest, the market indices
have been adjusted to reflect reinvestment of dividends and interest to
provide comparability. Because of the continually changing portfolio mix of
the Balanced Fund, the comparisons with specific market indices are of
limited use.

The performance information shown in the tables does not represent the actual
experience of amounts invested by a particular Participant. The amount and
timing of the Participant's investment also affect individual performance as
does the participant service charge. The performance of the Investment Funds
shown in the tables reflects the deduction of asset-based charges but does
not show the effect of the participant service charge. As unmanaged groups of
securities, the market indices do not reflect deductions of any asset-based
charges for investment management, administration or other expenses.

- -------------------------------------------------------------------------------
ANNUAL PERCENT CHANGES IN UNIT VALUE

   
<TABLE>
<CAPTION>
                            INTERMEDIATE
                             GOVERNMENT
                    MONEY    SECURITIES    HIGH
DECEMBER 31         MARKET      (A)        YIELD
- -----------------  ------  ------------  -------
<S>                <C>     <C>           <C>
1985 .............   7.7%       18.0%        --
1986 .............   5.9        18.5         --
1987 .............   5.8         2.5        4.0(b)%
1988 .............   6.7         5.4       11.4
1989 .............   8.7        15.1        0.6
1990 .............   7.7         5.9       -4.8
1991 .............   5.6        13.7       24.6
1992 .............   3.0         4.9       11.3
1993 .............   2.5        10.0       22.3
1994 .............   3.8        -4.3       -3.5
1995 .............   5.3        13.0       19.2
Five years ending
 December 31,
 1995 ............   4.0         7.2       14.3
</TABLE>
    

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
                              COMMON  AGGRESSIVE             GROWTH &   GROWTH    CONSERVATIVE
DECEMBER 31         BALANCED  STOCK     STOCK      GLOBAL     INCOME   INVESTORS   INVESTORS    S&P 500  LEHMAN
- -----------------  --------  ------  ----------  ---------  --------  ---------  ------------  -------  ------
<S>                <C>       <C>     <C>         <C>        <C>       <C>        <C>           <C>       <C>
1985 ............. 25.5%       29.4%       --          --        --        --           --       31.7%    21.3%
1986 ............. 12.7        15.9        --          --        --        --           --       18.7     15.6
1987 ............. -2.8         6.7     -15.2(c)%   -14.3(b)%    --        --           --        5.3      2.3
1988 ............. 13.2        10.6       1.3        11.7        --        --           --       16.6      7.6
1989 ............. 25.4        23.9      43.3        24.9        --        --           --       31.7     14.2
1990 ............. -0.4       -12.4       7.0        -6.2        --        --           --       -3.1      8.3
1991 ............. 40.7        43.7      75.6        26.4        --        --           --       30.5     16.1
1992 ............. -3.3         2.7      -3.8        -1.3        --        --           --        7.6      7.6
1993 ............. 11.9        24.4      16.0        31.3        --        --           --       10.0     11.0
1994 ............. -8.1        -2.6      -4.1         4.9      -1.2(d)%  -3.1(d)%     -1.1(d)%    1.3     -3.5
1995 ............. 19.2        31.9      30.9        18.2      23.1      24.9         18.8       37.5     19.2
Five years ending
 December 31,
 1995 ............ 10.7        18.7      19.6        15.2        --        --           --       16.6      9.8
</TABLE>

- -------------------------------------------------------------------------------
ANNUALIZED RATES OF RETURN--DECEMBER 31, 1995

                          DATE OF INCEPTION   INCEPTION    10 YEARS
                         -----------------  -----------  ----------
Money Market ........... February 5, 1982        6.7%         5.5%
Intermediate Government
 Securities (a) ........ February 5, 1982       10.6          8.3
High Yield ............. June 2, 1987            9.4           --
Balanced ............... February 5, 1982       13.2          9.9
Common Stock ........... February 5, 1982       16.6         13.4
Aggressive Stock ....... June 1, 1987           14.8           --
Global ................. June 2, 1987           10.1           --
Growth & Income ........ May 1, 1994            12.7           --
Growth Investors ....... May 1, 1994            12.8           --
Conservative Investors   May 1, 1994            10.4           --
S&P 500 ................   N/A                   N/A         14.9
Lehman .................   N/A                   N/A          9.6

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

                           5 YEARS    3 YEARS    2 YEARS    1 YEAR
                         ---------  ---------  ---------  --------


         
Money Market ...........     4.0%       3.8%       4.5%       5.3%
Intermediate Government
 Securities (a) ........     7.2        5.9        3.9       13.0
High Yield .............    14.3       12.1        7.2       19.2
Balanced ...............    10.7        6.9        4.6       19.2
Common Stock ...........    18.7       16.9       13.3       31.9
Aggressive Stock .......    19.6       13.2       12.0       30.9
Global .................    15.2       17.6       11.4       18.2
Growth & Income ........      --         --         --       23.1
Growth Investors .......      --         --         --       24.9
Conservative Investors        --         --         --       18.8
S&P 500 ................    16.6       15.3       18.0       37.5
Lehman .................     9.8        8.5        7.3       19.2

(a) Prior to September 6, 1991, the Bond Fund.

(b) From June 2, 1987, the date contributions were first allocated to these
    Funds.

(c) From June 1, 1987, the date contributions were first allocated to the
    Fund.

(d) From May 1, 1994, the date contributions were first allocated to the
    Fund.

Rates of return are time weighted and include reinvestment of investment
income. The annualized rate assumes an investment of the same amount invested
at the beginning of each year with the percentage demonstrating the effective
annual rate over the period shown.
PAST PERFORMANCE IS NOT A GUARANTEE OR INDICATION OF FUTURE PERFORMANCE. NO
PROVISIONS HAVE BEEN MADE FOR THE EFFECT OF TAXES ON INCOME AND GAINS, OR ANY
TAX PENALTIES, UPON DISTRIBUTION.

                               16



         
<PAGE>

FEDERAL INCOME TAX ASPECTS
 OF THE RETIREMENT
 PROGRAMS

TAX-SHELTERED ANNUITY ARRANGEMENTS
(TSAS)

An employee of a public educational institution or a tax-exempt organization
described in Code Section 501(c)(3) may exclude from Federal gross income for
a tax year contributions made to a TSA by the employer in that year subject
to the limitations provided in the Code and in related regulations. When the
employee makes withdrawals or surrenders the certificate, generally the full
amount will be included in income. Premature withdrawals may be subject to a
10% Federal tax penalty. In addition, TSA amounts relating to salary
reduction agreements cannot be distributed prior to age 59 1/2, death,
disability, separation from service or hardship. In the event of hardship,
only the salary reduction contributions can be distributed.

INDIVIDUAL RETIREMENT ANNUITIES (IRAS)

A working individual may make deductible or non-deductible contributions to
an IRA until age 70 1/2. Generally, $2,000 is the maximum amount of
deductible and nondeductible contributions which may be made to all IRAs by
an individual in any taxable year. The above limit may be less where the
individual's earnings are below the applicable amount. These limits do not
apply to rollover or custodian-to-custodian contributions into an IRA.
Subject to the rules of the Code an individual and a nonworking spouse can
together contribute annually an aggregate of $2,250 to IRAs for the
individual and the spouse (but no more than $2,000 to any one IRA
certificate). There is no tax on amounts credited to an IRA until the amounts
are withdrawn from the certificate. Except where nondeductible contributions
have been made, distributions from IRAs are fully includible in gross income.
The taxable portion of certain early withdrawals may be subject to a 10%
Federal tax penalty.

IRAS UNDER SIMPLIFIED EMPLOYEE
PENSION PLANS (SEPS)

An employer can establish a SEP for its employees and can make contributions
to a SEP for each eligible employee. An IRA funding a SEP is, like other
IRAs, owned by the Participant. Most of the rules applicable to IRAs also
apply. A major difference is the amount of permissible contributions. An
employer can annually contribute an amount for an employee up to the lesser
of $22,500 or 15% of the employee's compensation, (determined without taking
into account the employer's contribution to the SEP). This $22,500 maximum,
based on the statutory compensation limit of $150,000, may be adjusted for
cost of living changes in future years. Employers with 25 or fewer employees
who were eligible to participate in the prior year may allow such employees
to make salary reduction contributions to a Salary Reduction SEP (SARSEP).
SARSEP programs are subject to a number of special rules, some of which are
discussed in the SAI.

Further discussion of tax aspects of TSA, IRA and SEP contributions,
distributions and other matters is available in the SAI.

DEDUCTIONS AND CHARGES

The deductions and charges discussed below apply during the accumulation
period and if either the periodic distribution option or the fixed annuity
option is elected.

Participant Service Charge. On the last day of each calendar quarter, a
charge will be made against the Account Balance of each Participant as a
reimbursement for administrative expenses unrelated to sales, such as
salaries, rent, postage, telephone, travel, legal, actuarial and accounting
costs, office equipment and stationery. This charge is $15 per year for SEP
certificates. The charge for IRA and TSA certificates or contracts will not
exceed $30 annually and will be deducted from the amounts held in the
Investment Options in accordance with Equitable Life's administrative
procedures then in effect.

The participant service charge applicable to a certificate depends on several
factors. It will vary depending on (1) the method by which payment is made to
us (payroll deduction or direct contribution), (2) the number of Participants
contributing through the same payroll deduction facility or group, (3) the
total contributions received from an affiliated group, (4) the nature of the
group purchasing the certificates, (5) the extent to which an employer
provides services that would otherwise be provided by us, and (6) other
circumstances which may have an impact on administrative expenses. We

                               17



         
<PAGE>

reserve the right to change this charge upon advance written notice, or to
impose the charge on a less or more frequent basis, but in no case will it
exceed $30 per year.

Administration Charge. Administrative expenses are charged directly to each
Investment Fund at the effective annual rate of 0.25% of the value of each
Investment Fund's assets attributable to the certificates. The charge is
designed as a reimbursement for administrative expenses not covered by the
participant service charge. This charge is reflected in the computation of
Unit Values.

Other Expenses. Certain additional costs and expenses are also charged
directly to the Investment Funds. These include, among other things, certain
expenses incurred in the operation of the Separate Account and the Investment
Funds, taxes, interest, SEC charges and certain related expenses including
printing of registration statements and amendments, outside auditing and
legal expenses and recordkeeping. These expenses are reflected in the Unit
Value. See "Certificate Provisions--Investment of Contributions in the
Investment Funds."

Deductions and Expenses of the Trust. Deductions and expenses paid out of the
assets of the Portfolios of the Trust are described in the prospectus for the
Trust attached hereto and also detailed in the Fee Table in this prospectus.
There are no deductions or charges for sales expenses made from contributions
received by us or upon any withdrawals.

Expense Limitations. If in any calendar year the aggregate expenses of the
Money Market, Common Stock, Intermediate Government Securities or Balanced
Funds (including investment advisory fees and certain other Trust expenses
attributable to assets of such Investment Fund invested in a Portfolio of the
Trust, and asset-based charges for administration and expenses borne directly
by the Investment Funds, but excluding interest, taxes, brokerage and
extraordinary expenses permitted by appropriate state regulatory authorities)
exceed 1% of the value of the Money Market Fund's average daily net assets,
or 1.5% of the value of the Common Stock, Intermediate Government Securities
and Balanced Fund's average daily net assets, Equitable Life will reimburse
that Fund for the excess. This expense limitation cannot be changed without
the Participant's consent. In addition, Equitable Life reimburses the High
Yield, Aggressive Stock and Global Funds for aggregate expenses in excess of
a voluntary expense limitation of 1.5% of the value of each Fund's average
daily net assets. The voluntary expense limitation may be discontinued by
Equitable Life at its discretion.

Also, if the annual amount of management fees applicable to the Money Market
and Intermediate Government Securities Funds exceeds 0.35% of the average
daily net asset value of either Fund, Equitable Life will reimburse that Fund
for such excess. This expense limitation is a contractual right for
Participants who enrolled prior to May 1, 1987 and cannot be changed without
the consent of those Participants. Equitable Life has voluntarily agreed to
impose this expense limitation for Participants who enrolled after May 1,
1987 and reserves the right to discontinue this at any time.

Fixed Annuity Administrative Charge. If a Participant elects the fixed
annuity option at retirement, an annuitization fee of up to $350 (depending
upon the date of enrollment in the program, as provided in your certificate)
will be deducted from the amount applied to purchase the annuity to reimburse
for administrative expenses associated with processing the application for
the annuity and with issuing each monthly payment. We may give any
Participant a better annuity purchase rate than those currently guaranteed
for the Program. The annuity administrative charge may be greater than $350
in that case, unless otherwise provided in your certificate.

SEP/SARSEP Enrollment Fee. A non-refundable fee of $25 will be charged upon
the enrollment of each Participant. It can either be paid by the employer or
deducted from the first contribution.

Guaranteed Rate Account Premature Withdrawal Charge. There is a charge for
most withdrawals made before the maturity date of the Guaranteed Rate
Account. This charge equals 7% of the amount withdrawn, or, if less, interest
earned. See the SAI, "Part 2--The Guaranteed Rate Accounts."

   
Charge for Premium or other Applicable Taxes. In certain jurisdictions, a
charge for premium or other applicable tax currently ranging up to a maximum
of 5% on the amounts applied to purchase an annuity is imposed. Such taxes
will depend, among other things, on the Participant's place of residence,
applicable laws and the retirement option elected by the Participant. We
reserve the right to deduct a charge for premium or other applicable taxes
based on the Participant's place of residence at the Participant's Retirement
Date. If an annuity option is elected, we reserve the right to deduct a
charge for any premium or other applicable taxes from the amount applied to
purchase the annuity or from contributions. If the periodic distribution
option is elected, a charge for any premium or other taxes
    

                               18



         
<PAGE>

   
will be deducted from each payment when made. No charge for premium or other
applicable taxes will be applicable if a single sum is elected.
    
VOTING RIGHTS

TRUST VOTING RIGHTS

As explained previously, contributions allocated to the Investment Funds are
invested in shares of the corresponding Portfolios of the Trust. Since we own
the assets of the Separate Account, we are the legal owner of the shares and,
as such, have the right to vote on certain matters. Among other things, we
may vote:

 o  to elect the Trust's Board of Trustees,

 o  to ratify the selection of independent auditors for the Trust, and

 o  on any other matters described in the Trust's current prospectus or
requiring a vote by shareholders under the 1940 Act or by other law.

Even though we own the shares, we give Participants the opportunity to
instruct us how to vote the number of shares attributable to the
Participant's certificate. We will vote those shares at meetings of Trust
shareholders according to such instructions. If we do not receive
instructions in time from all Participants, we will vote shares for which no
instructions have been received in a Portfolio in the same proportion as we
vote shares for which we have received instructions in that Portfolio. We
will also vote any Trust shares that we are entitled to vote directly due to
amounts we have accumulated in an Investment Fund in the same proportions
that Participants vote.

HOW WE DETERMINE A PARTICIPANT'S
VOTING SHARES

A Participant can participate in voting only on matters concerning a
Portfolio in which the Participant's assets have been invested. We determine
the number of Trust shares in each Investment Fund that are attributable to a
certificate by dividing the amount of the Account Balance allocated to that
Investment Fund by the net asset value of one share of the corresponding
Portfolio of the Trust as of the record date for the Trust's shareholder
meeting. (Fractional shares are counted). The record date for this purpose
must be no more than 60 days before the meeting of the Trust. During payment
under a periodic distribution option, as the amounts are paid out and the
Account Balance allocated to the Investment Funds declines, the number of
votes will decrease correspondingly.

We will send proxy material and a form for giving us voting instructions to
each Participant who has a voting interest. Votes may be cast in person or by
proxy.

HOW TRUST SHARES ARE VOTED

All Trust shares are entitled to one vote. Voting generally is on a
Portfolio-by-Portfolio basis except that shares will be voted on an aggregate
basis when required by the 1940 Act (including, without limitation, election
of Trustees and ratification of the selection of auditors). However, if the
Trustees determine that shareholders in a Portfolio are not affected by a
particular matter, then such shareholders generally would not be entitled to
vote on such matter.

VOTING PRIVILEGES OF PARTICIPANTS IN OTHER SEPARATE ACCOUNTS

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. This will dilute the
effect of the voting instructions of Participants.

SEPARATE ACCOUNT VOTING RIGHTS

Under the 1940 Act, certain actions (such as some of those described under
"Changes in Applicable Law") may require Participant approval. In that case,
a Participant will be entitled to one vote for every unit the Participant has
in the Investment Funds of our Separate Account. We will cast votes
attributable to any amounts we have in the Investment Funds of our Separate
Account in the same proportions as votes cast by Participants.

                               19



         
<PAGE>

CHANGES IN APPLICABLE LAW

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

REPORTS

Before payments start under a certificate, reports will be sent to the
Participant at least annually showing as of a specified date (1) the number
of units credited to each Investment Fund under the certificate, (2) the Unit
Values, (3) the Account Balance of each Investment Fund and Guaranteed Rate
Account and the total and (4) the Cash Values of the Guaranteed Rate
Accounts. Similar reports will be sent to persons receiving payments under
the periodic distribution option. All transactions will be individually
confirmed.

As required by the 1940 Act, each Participant will be sent semi-annually a
report containing financial statements and a list of the portfolio securities
of each Portfolio of the Trust.

REGULATION

We are subject to regulation and supervision by the Insurance Department of
the State of New York which periodically examines our affairs. We are also
subject to the insurance laws and regulations of all jurisdictions in which
we are authorized to do business. The certificates and contracts have been
filed with and approved by the Insurance Department of the State of New York.

Its regulation and approval do not, however, involve any supervision of the
investment policies of the Investment Funds or the Trust or of the selection
of any investments except to determine compliance with the Insurance Laws of
New York.

We are required to submit annual statements of our operations, including
financial statements, to the insurance departments of the various
jurisdictions in which we do business for purposes of determining solvency
and compliance with local insurance laws and regulations.

ADDITIONAL INFORMATION

A Registration Statement under the Securities Act of 1933 has been filed with
the SEC relating to the offering described in this prospectus. This
prospectus does not include all the information included in the Registration
Statement, certain portions of which, including the SAI, have been omitted
pursuant to the rules and regulations of the SEC. The omitted information may
be obtained at the SEC's principal office in Washington, D.C., upon payment
of the SEC's prescribed fees. A free copy of the SAI may be obtained by
calling the toll-free number on the first page of this prospectus or by
submitting the coupon below.

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

Part 1--Federal Tax Considerations of the Retirement Programs
Part 2--The Guaranteed Rate Accounts
Part 3--Reorganization
Part 4--Experts
Part 5--Money Market Fund Yield Information
Part 6--Financial Statements
- -----------------------------------------------------------------------------

  PLEASE SEND ME A FREE COPY OF THE
  STATEMENT OF ADDITIONAL INFORMATION.
  Equitable Life 300+ Series
  Box 2468 G.P.O.
  New York, New York 10116
  ATTN: SAI Request for Separate Account
        No. 301
  ---------------------------------------------------------------------------
  Name

  ---------------------------------------------------------------------------
  Address

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

                               20





         
<PAGE>

                     STATEMENT OF ADDITIONAL INFORMATION

   
                                 MAY 1, 1996
                             --------------------
                               CERTIFICATES AND
                           GROUP ANNUITY CONTRACTS
    

                    FUNDED THROUGH THE INVESTMENT FUNDS OF

                           SEPARATE ACCOUNT NO. 301

                                      OF

                         THE EQUITABLE LIFE ASSURANCE
                         SOCIETY OF THE UNITED STATES
- -----------------------------------------------------------------------------

                              TABLE OF CONTENTS
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 PAGE
<S>                                                               <C>
Part 1 - Federal Tax Considerations of the Retirement
          Programs ...........................................     2
Part 2 - The Guaranteed Rate Accounts ........................    13
Part 3 - Reorganization ......................................    18
Part 4 - Experts .............................................    18
Part 5 - Money Market Fund Yield Information .................    18
Part 6 - Financial Statements ................................    19
</TABLE>

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

   
This Statement of Additional Information (SAI) is not a prospectus. It should
be read in conjunction with the Separate Account No. 301 prospectus, dated
May 1, 1996.
    

A copy of the prospectus to which this SAI relates is available at no charge
by writing to Equitable Life 300 + Series at P. O. Box 2468, G.P.O. New York,
New York 10116 or by calling 1-800-248-2138.

   
  Copyright 1996 The Equitable Life Assurance Society of the United States.
                             All rights reserved.
    



         
<PAGE>

PART 1--FEDERAL TAX
CONSIDERATIONS OF THE
RETIREMENT PROGRAMS

The Internal Revenue Code of 1986, as amended (the Code), describes how a
retirement program can qualify for tax-favored status. In general, assuming
that the requirements and limitations of the applicable provisions of the
Code are adhered to by Participants and employers, contributions made under a
retirement program are deductible and will not be taxable to Participants
until benefits are distributed.

This Section generally provides current Federal tax information with respect
to contributions, distributions and annuity payments under the various
tax-favored retirement programs utilizing the Investment Options described in
the prospectus. You should be aware that Federal tax laws are continually
under review by the Congress, and any changes in those laws, or issuance of
Treasury regulations interpreting those laws, may affect the tax treatment of
amounts invested in the certificate. Because of the complexity of the law and
the fact that the tax results will vary according to the actual circumstances
of the individual involved, we cannot provide detailed tax information in
this SAI. This SAI does not provide detailed tax information and does not
address state and local income taxes and other taxes, or federal gift and
estate taxes. Not every certificate has every feature discussed in this Part.
Therefore, in view of the adverse tax consequences, including penalties,
which may result from actions that may be taken, we recommend that you
consult your tax advisors.

TAX SHELTERED ANNUITY
ARRANGEMENTS (TSAS)

Under the provisions of Section 403(b) of the Code, an employee of a public
educational institution or a tax-exempt organization described in Section
501(c)(3) of the Code may exclude from Federal gross income contributions
made on the employee's behalf to a TSA.

Tax-deferred contributions to a TSA must be made by the employer. However,
the contributions may be derived either directly from the employer as
additional compensation to the employee or indirectly from the employee
through a reduction in the employee's salary. The employer forwards all the
contributions made on behalf of the Participant to us for investment in
accordance with the Participant's directions. If the contribution is derived
from a reduction in the employee's salary, the reduction must be made under a
legally binding salary reduction agreement between the employee and the
employer. Only one such agreement may be made with any one employer during
the Participant's tax year.

The maximum contribution that can be excluded from an employee's income in a
tax year is the lesser of (1) the employee's "exclusion allowance" for the
tax year and (2) the overall limit that the Code imposes under Section 415 on
contributions to tax-qualified retirement plans, including TSAs. In addition,
contributions made under salary reduction agreements to all TSAs owned by the
employee cannot exceed $9,500 per year. This $9,500 limit must be reduced,
dollar for dollar, by the amount contributed by the employee through salary
reduction to a 401(k) plan or a simplified employee pension plan. Special
rules may apply to increase this limit in the case of an educational
organization, hospital, home health service agency, health and welfare
service agency, church or certain church related organizations. If
contributions to a TSA exceed the applicable limit in any year, the excess
will be included in the Participant's gross income and taxed as ordinary
income. In certain situations discussed below, excess contributions may be
distributed to avoid tax penalties.

In general, the "exclusion allowance" for any Participant for a taxable year
is equal to the excess, if any, of (1) the amount determined by multiplying
20 percent of the Participant's includable compensation, as defined in the
Code, by the number of years of employment with the employer, over (2) the
amounts contributed by the employer to tax-favored retirement plans
(including TSAs, qualified plans and eligible deferred compensation plans of
state and local

                                2



         
<PAGE>

governments and tax-exempt organizations, also known as "457 Plans" or "EDC
Plans"), which were excludable from the employee's federal gross income for
any prior tax year or which, for tax years beginning after January 24, 1980,
were includable in income because they exceeded the Code limitation for
contributions to qualified plans and TSAs.

The overall contribution limit referred to above applicable to qualified
defined contribution plans under Section 415 of the Code is 25% of the
Participant's compensation in a calendar year (or in any other 12-month
period chosen by the Participant) up to a maximum contribution of $30,000.
Compensation or earned income in excess of $150,000 cannot be considered in
calculating contributions to the plan. This amount may be adjusted for cost
of living changes in future years.

Special limits on contributions apply to anyone who participates in more than
one qualified plan or who controls another trade or business. There is also
an overall limit on the total amount of contributions and benefits under all
tax-favored retirement programs in which a person participates.

Employees of certain tax-exempt organizations (educational institutions,
hospitals, home health care agencies, health and welfare service agencies and
churches) may make an irrevocable election to increase the exclusion
allowance by applying one of three special limitations as provided under the
Code. Employees of church organizations are eligible for further special
elections which will increase either the overall contribution limit or the
exclusion allowance applicable to the employee.

Certain TSAs are required to meet nondiscrimination tests similar to those
applied to qualified plans. In addition, a TSA program which provides for
employer matching contributions must meet special nondiscrimination rules.

The special nondiscrimination rules compare the aggregate contributions made
on behalf of eligible highly compensated employees (as defined in the Code)
with those made on behalf of eligible non-highly compensated employees. If
contributions exceeding the applicable limits are made in any plan year on
behalf of highly compensated employees, the plan may be disqualified unless
the excess amounts are distributed before the close of the next plan year. In
addition, the employer is subject to a 10% penalty on any excess aggregate
contributions. The employer may avoid the penalty if the plan distributes the
excess aggregate contributions, plus income, within 2 1/2 months after the
close of the plan year. Unless the distribution is under $100, the recipient
of any such distribution is taxed on the distribution and the related income
for the year of the excess aggregate contribution. Such a distribution is not
treated as a withdrawal of restricted funds and will not be subject to the
10% penalty tax on early retirement distributions, both as described below.

The Code sets forth certain withdrawal restrictions which apply to the salary
reduction portion of a TSA certificate (including earnings), contributed
after December 31, 1988 and earnings on the account balance as of December
31, 1988. Withdrawals (whether by withdrawal, surrender of the contract or
annuitization) of restricted amounts may be made only if the Participant
attains age 59 1/2, dies, is disabled, separates from service or suffers a
financial hardship. Hardship withdrawals are limited to the amount actually
contributed under the salary reduction contributions, without earnings.

Distributions of benefits accruing after 1986 (including earnings on pre-1987
contributions) must commence no later than April 1st of the calendar year
following the calendar year in which the Participant attains age 70 1/2. In
the case of a governmental or church plan, distributions of benefits accruing
after 1986 (including earnings on pre-1987 contributions) must commence no
later than April 1st of the calendar year following the later of the calendar
year in which the Participant attains age 70 1/2 or retires. Once required
distributions begin, subsequent distributions must be made by December 31st
of each calendar year. TSA benefits which accrued prior to 1987 must be
distributed commencing at age 75. Proposed Treasury regulations provide that
in order for these special minimum distribution rules to apply to a
participant, the issuer of the TSA must keep records of the pre-1987 account
balance and make changes to that amount as necessary. To the extent a
Participant takes a distribution in order to comply with the minimum
distribution rules, and

                                3



         
<PAGE>

the amount of the distribution is in excess of the amount the Code requires
the Participant to receive for that particular year, the issuer of the TSA
must decrease the pre-1987 account balance by the amount of that excess.
Additional distribution rules may apply, and you should consult your tax
advisor regarding the timing of distributions from your certificate.

The distributions may be in the form of a life annuity, a joint and survivor
annuity, or other periodic or lump sum form of payment which does not extend
beyond the life or life expectancy of the Participant or the lives or joint
life expectancies of the Participant and a beneficiary and which satisfies
certain minimum distribution and incidental benefit rules under the Code. If
a Participant dies before beginning required distributions, distributions
under the contract or certificate must be completed within five years after
death, unless payments begin within one year of death and are made over the
life (or life expectancy) of the beneficiary. If the Participant's spouse is
the beneficiary, distributions need not commence until the deceased
Participant would have attained age 70 1/2. In the alternative, the
surviving spouse may elect to roll over the death benefit into his or her own
individual retirement arrangement (IRA). If a Participant dies after required
payments have begun, post-death payments must be made at least as rapidly as
payments made before the death of the Participant.

Failure to make required distributions may cause the disqualification of the
TSA. Disqualification results in current taxation of the Participant's entire
benefit. In addition, a 50% penalty tax is imposed on the difference between
the required distribution amount and the amount actually distributed.

Earnings on contributions to TSAs are generally not subject to tax until
benefits are distributed to the Participant. Distributions received by a
beneficiary are generally given the same tax treatment the Participant would
have received if distribution had been made to the Participant.

If a certificate is surrendered for its value, the amount received that
exceeds the Participant's tax basis, if any, for the certificate is treated
as ordinary income to the Participant. The Participant may have a basis in
the certificate if the Participant has made contributions to the TSA with
after-tax dollars or if the employer made contributions which were required
to be included in the employee's gross income in the year of the employer's
contribution.

The amount of any partial distribution from a TSA prior to the annuity
starting date is generally treated as ordinary income by the Participant
except to the extent that the distribution is treated as a withdrawal of
after-tax contributions. Distributions are normally treated as pro rata
withdrawals of after-tax contributions and earnings on those contributions.
If the employer's program allowed withdrawals prior to separation from
service as of May 5, 1986, however, all after-tax contributions made prior
to January 1, 1987 may be withdrawn tax-free prior to withdrawing any taxable
amounts.

Where a Participant elects to receive benefits in the form of an annuity, the
amount of each annuity payment received by a Participant after retirement is
treated as ordinary income except to the extent that the Participant has a
cost basis in the annuity.

If the Participant has a cost basis in the annuity, part of each payment
received will be considered to be a return of the Participant's cost basis in
the annuity and will be excludable from gross income. The remainder of each
payment will be includable in gross income as ordinary income. The excludable
portion is based on the ratio of the Participant's cost basis in the annuity
on the annuity starting date to the expected return under the annuity as of
such date. Under an annuity with a life contingency, the expected return is
based on the annuitant's life expectancy, that is, the number of annuity
payments anticipated to be made during the annuitant's lifetime. In the case
of a joint and survivor annuity, the expected return is based on the joint
life expectancy, that is, the number of payments anticipated to be made
during both of their lifetimes. An adjustment will be required in computing
the expected return of the annuity with a life contingency if payments are to
be made for any period certain.

For annuity payments commencing after
December 31, 1986, if the Participant (and

                                4



         
<PAGE>

beneficiary under a joint and survivor annuity) live beyond their life
expectancies the full amount of the payments received thereafter will then be
included in income. If the Participant (and beneficiary under a joint and
survivor annuity) die prior to recovering the full cost basis, a deduction is
allowed on the Participant's (or beneficiary's) final tax return. If there is
a refund feature under the annuity, the beneficiary of the refund may recover
the remaining cost basis as payments are made.

Distributions from a TSA will be subject to a 10% penalty tax unless the
distribution is made on or after the Participant's death, disability or
attainment of age 59 1/2. The penalty tax will also not apply if the
Participant (i) separates from service and elects a payout over his or her
life or life expectancy (or joint and survivor lives or life expectancies),
(ii) reaches age 55 and separates from service, or (iii) uses the
distribution to pay certain extraordinary medical expenses.

Tax Free Rollovers and Transfers

Any distribution from a TSA which is an "eligible rollover distribution" may
be rolled over into another eligible retirement plan, either as a direct
rollover or a rollover within 60 days of receiving the distribution. To the
extent a distribution is rolled over, it remains tax deferred.

A distribution from a TSA may be rolled over to another TSA which will accept
rollover contributions or an IRA. Death benefits received by a spousal
beneficiary may only be rolled over to an IRA.

The taxable portion of most distributions will be eligible for rollover,
except as specifically excluded under the Code. Distributions which cannot be
rolled over generally include periodic payments for life or for a period of
10 years or more, and minimum distributions required under Section 401(a)(9)
of the Code (discussed above). Eligible rollover distributions are discussed
in greater detail under "Federal and State Income Tax Withholding", below,
including rules requiring 20% income tax withholding applicable to certain
distributions from TSAs.

Amounts held under TSAs may be directly transferred to another TSA issuer in
a tax-free transaction, provided that the successor TSA contains the same or
greater restrictions as the original TSA.

The value of a TSA is generally includible in the Participant's taxable
estate. Any portion of a TSA payable to the Participant's spouse is eligible
for the estate tax marital deduction and, as such, could pass free of Federal
estate tax.

INDIVIDUAL RETIREMENT ANNUITIES

This SAI contains portions of the information which the Internal Revenue
Service (IRS) requires to be disclosed to an individual who purchases an IRA.
Required information also appears in various sections of the prospectus.

The Code permits employees and self-employed individuals to make deductible
and nondeductible contributions to an IRA. Contributions may also be made on
behalf of a nonworking spouse. The Code also permits tax-free rollovers
(direct or indirect) of certain distributions from tax-qualified or
governmental plans to an IRA. The Code permits tax-free rollovers between
IRAs once each year. In certain cases, direct custodian-to-custodian
transfers may be made between IRAs. See "Rollovers" under this section for
further information. An individual's interest in the IRA must be
nonforfeitable and nontransferable. An individual retirement annuity is
subject to the requirements of applicable insurance laws for annuity
contracts.

Special rules govern required distributions of a Participant's IRA. These
rules also cover required distributions if the Participant or designated
beneficiary dies before the entire interest has been distributed. See
"Distributions" under this section.

We have received approval of our IRA certificate from the IRS. The approval
is a determination only that the form of the IRA on the date submitted
satisifies the requirements of the Code and is not a determination of the
merits of the certificate as an investment.

Revocation

A Participant can revoke a certificate issued as an IRA in accordance with
the terms and directions stated in the prospectus under "Certificate

                                5



         
<PAGE>

Provisions -- Revocation Rights." Before deciding to revoke, the Participant
should consult with a tax advisor as to any adverse tax consequences which
may result from revocation. If the IRA certificate is revoked, an individual
may set up and contribute to a new IRA if at the time the individual meets
the requirements for contributing to an IRA, as discussed below under
"Contributions."

Contributions

The following discussion pertains to regular IRA contributions. The limits
discussed in this section do not apply to rollover or direct
custodian-to-custodian contributions into an IRA. See "Rollovers and
Transfers," below.

Generally, $2,000 is the maximum amount of deductible and nondeductible
contributions which an individual may make to all of his or her IRAs in any
taxable year. The above limit may be less where the individual's earnings are
below the applicable amount.

An individual and a nonworking spouse can together contribute annually an
aggregate of $2,250 to IRAs for the individual and the spouse. An IRA
certificate is set up for each spouse and the working spouse may contribute a
total of $2,250 to the certificates (but no more than $2,000 to either
certificate). A working spouse may elect to be treated as having no
compensation in order to be eligible for a spousal IRA. The nonworking spouse
owns his or her own IRA contract, even if the working spouse provides all of
the contributions.

If neither the Participant nor the Participant's spouse are covered during
any part of the taxable year by a tax-favored retirement plan (including a
pension or profit-sharing plan, TSA or simplified employee pension), then
each working spouse may make a deductible contribution up to the lesser of
100% of compensation or $2,000, regardless of his or her adjusted gross
income (AGI). In certain cases, individuals covered by a tax-favored
retirement plan include persons eligible to participate in the plan although
not actually participating. Whether or not a person is covered by a
tax-favored retirement plan will be reported on the employee's Form W-2.

If the Participant is single and covered by a retirement plan during any part
of the taxable year, the IRA deduction phases out with AGI between $25,000
and $35,000. If the Participant is married and files a joint return, and
either the Participant or the spouse is covered by a tax-favored retirement
plan during any part of the taxable year, the IRA deduction phases out with
AGI between $40,000 and $50,000. If the Participant is married, files a
separate return and is covered by a tax-favored retirement plan during any
part of the taxable year, the IRA deduction phases out with AGI between $0
and $10,000. Married individuals filing separate returns must take into
account the retirement plan coverage of the other spouse, unless the couple
has lived apart for the entire taxable year. If AGI is below the phase-out
range, a Participant is entitled to the maximum allowable deduction. In
computing the partial IRA deduction the Participant must round to the nearest
$10. The permissible deduction for IRA contributions is a minimum of $200 if
AGI is less than the amount at which the deduction entirely phases out.

For Participants covered by, or treated as covered by, a tax-favored
retirement plan, the deduction for IRA contributions may be computed using
one of two methods. Under the first method, the Participant determines his or
her AGI and subtracts $25,000 if the Participant is a single person, $40,000
if the Participant is married and filing jointly with the spouse, or $0 if
the Participant is married, filing separately and either the Participant or
the Participant's spouse is covered by a tax-favored retirement plan. (If the
couple has lived apart the entire taxable year and their filing status is
married filing separately, the retirement plan coverage of the Participant's
spouse can be ignored.) The resulting amount is the Participant's "Excess
AGI". The Participant then applies the following formula:

<TABLE>
<CAPTION>
<S>             <C>          <C>           <C>
  $10,000 - Excess AGI
- ----------------------------      Maximum Allowable         IRA Deduction
          $10,000          times    IRA Deduction      =        Limit
</TABLE>

Under the second method, the Participant determines his or her "Excess AGI"
and refers to the following chart originally prepared by the IRS to determine
his or her deduction.

                                6



         
<PAGE>

                                  IRS CHART
                          ESTIMATED DEDUCTION TABLE

   If your maximum allowable deduction is $2,000, use this table to estimate
the amount of your contribution which will be deductible.

<TABLE>
<CAPTION>
 EXCESS AGI     DEDUCTION    EXCESS AGI    DEDUCTION
- ------------  -----------  ------------  -----------
<S>           <C>          <C>           <C>
    $    0       $2,000        $2,600       $1,480
        50        1,990         2,650        1,470
       100        1,980         2,700        1,460
       150        1,970         2,750        1,450
       200        1,960         2,800        1,440
       250        1,950         2,850        1,430
       300        1,940         2,900        1,420
       350        1,930         2,950        1,410
       400        1,920         3,000        1,400
       450        1,910         3,050        1,390
       500        1,900         3,100        1,380
       550        1,890         3,150        1,370
       600        1,880         3,200        1,360
       650        1,870         3,250        1,350
       700        1,860         3,300        1,340
       750        1,850         3,350        1,330
       800        1,840         3,400        1,320
       850        1,830         3,450        1,310
       900        1,820         3,500        1,300
       950        1,810         3,550        1,290
     1,000        1,800         3,600        1,280
     1,050        1,790         3,650        1,270
     1,100        1,780         3,700        1,260
     1,150        1,770         3,750        1,250
     1,200        1,760         3,800        1,240
     1,250        1,750         3,850        1,230
     1,300        1,740         3,900        1,220
     1,350        1,730         3,950        1,210
     1,400        1,720         4,000        1,200
     1,450        1,710         4,050        1,190
     1,500        1,700         4,100        1,180
     1,550        1,690         4,150        1,170
     1,600        1,680         4,200        1,160
     1,650        1,670         4,250        1,150
     1,700        1,660         4,300        1,140
     1,750        1,650         4,350        1,130
     1,800        1,640         4,400        1,120
     1,850        1,630         4,450        1,110
     1,900        1,620         4,500        1,100
     1,950        1,610         4,550        1,090
     2,000        1,600         4,600        1,080
     2,050        1,590         4,650        1,070
     2,100        1,580         4,700        1,060
     2,150        1,570         4,750        1,050
     2,200        1,560         4,800        1,040
     2,250        1,550         4,850        1,030
     2,300        1,540         4,900        1,020
     2,350        1,530         4,950        1,010
     2,400        1,520         5,000        1,000
     2,450        1,510         5,050          990
     2,500        1,500         5,100          980
     2,550        1,490         5,150          970
</TABLE>



         
                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
EXCESS AGI    DEDUCTION    EXCESS AGI    DEDUCTION
- ------------  -----------  ------------  -----------
<C>           <C>          <C>           <C>
$5,200        $960        $ 7,800        $440
 5,250         950          7,850         430
 5,300         940          7,900         420
 5,350         930          7,950         410
 5,400         920          8,000         400
 5,450         910          8,050         390
 5,500         900          8,100         380
 5,550         890          8,150         370
 5,600         800          8,200         360
 5,650         870          8,250         350
 5,700         860          8,300         340
 5,750         850          8,350         330
 5,800         840          8,400         320
 5,850         830          8,450         310
 5,900         820          8,500         300
 5,950         810          8,550         290
 6,000         800          8,600         280
 6,050         790          8,650         270
 6,100         780          8,700         260
 6,150         770          8,750         250
 6,200         760          8,800         240
 6,250         750          8,850         230
 6,300         740          8,900         220
 6,350         730          8,950         210
 6,400         720          9,000         200
 6,450         710          9,050         200
 6,500         700          9,100         200
 6,550         690          9,150         200
 6,600         680          9,200         200
 6,650         670          9,250         200
 6,700         660          9,300         200
 6,750         650          9,350         200
 6,800         640          9,400         200
 6,850         630          9,450         200
 6,900         620          9,500         200
 6,950         610          9,550         200
 7,000         600          9,600         200
 7,050         590          9,650         200
 7,100         580          9,700         200
 7,150         570          9,750         200
 7,200         560          9,800         200
 7,250         550          9,850         200
 7,300         540          9,900         200
 7,350         530          9,950         200
 7,400         520         10,000           0
 7,450         510
 7,500         500
 7,550         490
 7,600         480
 7,650         470
 7,700         460
 7,750         450
</TABLE>

Excess AGI = Your AGI minus $25,000 for single persons, $40,000 for married
persons filing jointly, and $0 for married persons filing separately.

                                7



         
<PAGE>

IRA contributions for a taxable year may be made up to the time prescribed
for filing a Federal tax return for that taxable year (without extensions).
No contributions are allowed for the taxable year in which an individual
attains age 70-1/2 or any tax year thereafter. An individual age 70-1/2 or
over, however, can contribute and deduct up to the lesser of $2,000 or 100%
of compensation to a spousal IRA on behalf of a non-working spouse until the
year such spouse reaches age 70-1/2.

A Participant not eligible to deduct part or all of the IRA contribution may
still make nondeductible contributions on which earnings will accumulate on a
tax-deferred basis. The deductible and nondeductible contributions may not,
however, together exceed the $2,000 limit (or $2,250 spousal limit) or 100%
of compensation for each tax year. See "Excess Contributions." Participants
must keep their own records of deductible and nondeductible contributions in
order to prevent double taxation on the distribution of previously taxed
amounts. See "Distributions." A Participant making nondeductible
contributions in any taxable year, or receiving amounts from any IRA to which
he has made nondeductible contributions, will be penalized unless he files
required information with the IRS. Moreover, Participants making
nondeductible IRA contributions must retain all income tax returns and
records pertaining to such contributions until interests in such IRAs are
fully distributed.

Excess Contributions

Excess contributions to an IRA are subject to a 6% excise tax for the year in
which made and for each year thereafter until withdrawn. In the case of
"regular" IRA contributions any contribution in excess of the lesser of
$2,000 or 100% of compensation or earned income is an "excess contribution,"
(without regard to the deductibility or nondeductibility of IRA contributions
under this limit). Also, any "regular" contributions made after the
Participant reaches age 70 1/2 are excess contributions. In the case of
rollover IRA contributions, excess contributions are amounts which are not
eligible to be rolled over (for example, after-tax contributions to a
qualified plan or minimum distributions required to be made after age 70 1/2).
An excess contribution (rollover or "regular") which is withdrawn before
the time for filing the Participant's Federal income tax return for the tax
year (including extensions) is not includable in income and does not result
in the "early distribution" 10% penalty tax (discussed below under
"Distributions"), provided the net earnings attributable to the excess
contributions are also withdrawn and no tax deduction is taken for the excess
contributions. The withdrawn earnings on the excess contributions would,
however, be includable in the Participant's gross income for the tax year in
which the excess contributions were made and would also be subject to the
early distribution 10% penalty tax.

If excess contributions are not withdrawn before the time for filing the
Participant's Federal income tax return for the taxable year (including
extensions), excess "regular" contributions may still be withdrawn after that
time if the IRA contributions for the taxable year did not exceed $2,250 and
no tax deduction was taken for the excess contributions; in that event the
excess contributions will not be includable in income and will not be subject
to the early distribution 10% penalty tax. Lastly, excess "regular"
contributions may also be removed by underutilizing the allowable
contribution limits for a later year. If excess rollover contributions are
not withdrawn before the time for filing the Participant's Federal tax return
for the year (including extensions) and the excess contribution occurred as a
result of incorrect information provided by a qualified plan, any such excess
amount can be withdrawn if no tax deduction was taken for the excess
contribution. As above, excess rollover contributions withdrawn under those
circumstances would not be includable in gross income and would not be
subject to the early distribution 10% penalty tax.

Distributions

Income or gains attributable to any IRA contributions are not subject to
Federal income tax until benefits are distributed. Except as discussed below,
the amount of any distribution from an IRA is fully includable by the
Participant in gross income. Distributions from an IRA are taxable as

                                8



         
<PAGE>

ordinary income and are not entitled to the special five-year averaging rules
for certain distributions from tax-qualified retirement plans.

If the Participant makes nondeductible IRA contributions, such contributions
are recovered tax-free when distributions are made. The Participant must keep
records of all nondeductible contributions. At the end of each tax year in
which the Participant takes a distribution, the Participant determines a
ratio of the total nondeductible IRA contributions (less any amounts
previously withdrawn tax-free) to the total account balances of all IRAs held
by the Participant at the end of the tax year (including rollover IRAs) plus
all IRA distributions made during such tax year. The resulting ratio is then
multiplied by all distributions from the IRA during that tax year to
determine the non-taxable portion of such distribution.

A partial or total withdrawal made prior to age 59 1/2 is deemed an early
distribution and will result in an additional penalty tax of 10% of the
taxable amount withdrawn, unless made (1) in case of death or disability, (2)
as substantially equal periodic payments made for the Participant's life (or
life expectancy) or joint and survivor lives (or joint and survivor life
expectancies) of the Participant and a designated beneficiary, (3) as a
return of excess contributions as discussed above or (4) as a distribution
for purposes of a tax-free rollover.

Distributions generally must commence no later than April 1 of the calendar
year following the calendar year in which the Participant attains age 70 1/2.
Subsequent required distributions must be made by December 31st of each year.
If the prescribed minimum amount required is not distributed in any year, a
50% excise tax is imposed on the amount by which the minimum required to be
distributed exceeds the amount actually distributed.

Distributions can generally be made (1) in a lump sum payment, (2) over the
life of the Participant, (3) over the joint lives of the Participant and his
or her designated beneficiary, (4) over a period not extending beyond the
life expectancy of the Participant or (5) over a period not extending beyond
the joint life expectancies of the Participant and his or her designated
beneficiary.

If the Participant dies after required distributions have begun, payment of
the remaining interest must be made at least as rapidly as under the method
used prior to the Participant's death. If a Participant dies before required
distributions have begun, payment of the entire interest must be made within
five years of death (other than payments to the surviving spouse) unless
payment is made to a designated beneficiary over a period which begins within
one year of the Participant's death and does not extend beyond the
beneficiary's life expectancy.

If the surviving spouse is the designated beneficiary, the spouse may delay
the commencement of such payments up until the individual would have attained
age 70-1/2. In the alternative, a surviving spouse may elect to roll over the
inherited IRA into the surviving spouse's own IRA. If a surviving spouse
elects to rollover the inherited IRA into the surviving spouse's own IRA, no
distribution is required until after the spouse attains age 70-1/2.

Distributions received by a beneficiary are generally given the same tax
treatment the Participant would have received if distribution had been made
to the Participant.

We are not permitted to make distributions from a certificate before the
retirement date unless a request has been made. It is the Participant's
responsibility to comply with the minimum distribution rules described above.
Because of the adverse tax consequences, including penalties and potential
IRA disqualification, which may result if the distribution requirements are
not met, a tax adviser should be consulted.

Rollovers and Transfers

Under the conditions and limitations of the Code, an individual may elect for
each IRA once every twelve-month period to make a rollover among IRAs
(including transfers from retirement bonds purchased before 1983). Direct
custodian-to-custodian transfers may be made more frequently than once a
year. A participant may request that amounts rolled over from a qualified
plan or a TSA, or from an IRA attributable solely to qualified plan or TSA
distributions and earnings thereon be accumulated in a separate "conduit" IRA
certificate to facilitate

                                9



         
<PAGE>

a subsequent rollover to another qualified plan or TSA which will accept
rollover contributions. We will maintain separate accounting of all such
amounts.

Rollover contributions must be transferred to the certificate either as a
direct rollover of an "eligible rollover distribution" or as a rollover by
the individual plan participant or owner of the IRA. In the latter cases, the
rollover must be made within 60 days of the date the proceeds from another
IRA or an eligible rollover distribution from a qualified plan or TSA were
received.

The taxable portion of any distribution (except for a required minimum
distribution under Section 401(a) (9) of the Code) from a qualified plan or
TSA may be rolled over tax-free to an IRA, unless the distribution is one of
a series of substantially equal periodic payments made (not less frequently
than annually) (1) for the life (or life expectancy) of the participant or
the joint lives (or joint life expectancies) of the participant and his or
her designated beneficiary, or (2) for a specified period of ten years or
more.

The same tax-free treatment applies to amounts withdrawn from the certificate
and rolled over into other IRAs unless the distribution was received under an
inherited IRA. No deduction is allowed for any contribution to an inherited
IRA. However, surviving spouses of original IRA owners will be exempted from
these restrictions.

Prohibited Transactions

If a Participant engages in a "prohibited transaction" with the IRA or
borrows money under or by use of the IRA, the IRA will cease to be an IRA as
of the first day of the taxable year in which the transaction occurred, and
the Participant must include in gross income for that year an amount equal to
the fair market value of the IRA as of that first day. Also, an additional
excise tax equal to 10% of the amount included in the gross income will
result if the Participant has not yet attained age 59-1/2 prior to the first
day.

Miscellaneous

The designation by a Participant of a beneficiary to whom the IRA will become
payable at or after the Participant's death is not considered a transfer
subject to Federal gift tax.

We describe the methods of computing and allocating earnings on contributions
in the prospectus under "Investment of Contributions in the Investment Funds"
and in this SAI under "The Guaranteed Rate Account." We describe the types of
charges and the amount of the charges that may be made in the prospectus
under "Deductions and Charges."

Further information on IRA tax matters can be obtained from any District
Office of the IRS.

IRAS UNDER SIMPLIFIED EMPLOYEE PENSION PLANS (SEP)

When an employer establishes a SEP for its employees, contributions for each
eligible employee can be made to an IRA certificate for that employee (SEP).
The employee may also make his or her own IRA contributions to that SEP
certificate. See "Contributions" above.

   
Contributions. Due to statutory limits, in 1996 an employer can annually
contribute an amount for an employee up to the lesser of $22,500 or 15% of
the employee's compensation, determined without taking into account the
employer's contribution to the SEP. This $22,500 maximum, based on the
statutory compensation limit of $150,000, may be adjusted for cost of living
changes in future years. These limits may be reduced by contributions made by
the employer to other qualified plans. The employer must make a contribution
for each employee who has reached age 21 and has worked for the employer
during at least three of the preceding five years. Contributions are not
required for employees who (1) earn less than $400 in 1996, (2) are covered
by a collective bargaining agreement or (3) are non-resident aliens who
receive no earned income from sources within the United States.
    

Employer contributions must be made under a written program which provides
that (i) withdrawals are permitted, (ii) contributions are made under an
allocation formula and (iii) contributions bear a uniform relationship to
compensation, not in excess of $150,000, which may adjusted for cost of
living changes in future years. Contributions cannot discriminate in favor of
highly compensated employees. Contributions to the SEP may be integrated with
Social Security; call our toll-free number for assistance.

                               10



         
<PAGE>

   
Employers with 25 or fewer eligible employees for the prior taxable year may
allow such employees to make salary reduction contributions to a SEP
(SARSEP). SARSEP arrangements can be offered only if at least 50% of the
eligible employees elect to participate. If the 50% participation is not
satisfied as of the end of any plan year, all of the salary reduction
contributions made by employees for the plan shall be considered IRA
contributions that are not SEP contributions. The employer is responsible for
notifying each affected employee within 2-1/2 months after the end of the
plan year to which the salary reduction contributions relates that, among
other things, the employee's salary reduction deferrals are no longer
considered SEP contributions and that in order to avoid tax penalties the
salary reduction contributions (and allocable income) must be withdrawn from
the SEP by each affected employee by April 15 following the year of
notification. Special nondiscrimination rules apply to highly compensated
employees in a SARSEP. The percentage of compensation deferred by any
eligible highly compensated employee cannot exceed 125% of the deferred
compensation percentage for all eligible non-highly compensated employees. If
the limits are exceeded, the employer is responsible for notifying each
highly compensated employee no later than 2-1/2 months following the close of
the plan year of the amount of any excess contributions to that employee's
SEP for such plan year. Such notice shall, among other things, specify the
amount of the excess contribution, and shall advise the employee that in
order to avoid tax penalties such excess contributions (and allocable income)
must be withdrawn from the SEP by April 15 following the year of
notification. Salary reduction contributions made under a SARSEP are limited
to $9,500 for 1996. This limit applies to the aggregate of all elective
deferrals under all tax-favored plans in which the individual participates,
including SARSEPs, 401(k) plans and TSAs. See "Penalties for Excess
Deferrals" below.
    

Except as otherwise indicated in this section, all of the IRA rules discussed
above, including those relating to revocation, distributions and penalties
for early, minimum and excess distributions, apply to SEPs.

LIMITS ON DISTRIBUTIONS

   
A 15% excise tax applies to an individual's aggregate excess distributions
from all tax-favored retirement plans. The excise tax is in addition to the
ordinary income tax due but is reduced by the amount (if any) of the early
distribution penalty tax imposed by the Code. The aggregate distributions in
any year will be subject to the excise tax if they exceed $150,000 in 1996.
    

In addition, in certain cases the estate tax imposed on a deceased
individual's estate will be increased if the accumulated value of the
individual's interests in qualified annuities and tax favored retirement
plans is considered excessive.

PENALTIES FOR EXCESS DEFERRALS

   
If an individual's aggregate elective deferrals under 401(k) plans, SARSEPs
and TSAs exceed the permitted elective deferral limit in any taxable year
(for 401(k) Plans and SARSEPs the limit is generally $7,000 as indexed, or
$9,500 in 1996 for TSAs, the limit generally remains at $9,500), the
individual will be taxed twice on the excess deferral--once in the year of
the deferral and again when a distribution occurs. If, in the case of a TSA,
the individual notifies the affected plan or plans and, by April 15 of the
following year, receives a distribution of the excess deferral and related
income and if, in the case of a SARSEP, the individual takes a withdrawal of
the excess amount by April 15 following the year of the deferral, the excess
deferral will only be taxed in the year of deferral. Any related income will
be taxed in the year of the distribution. The distribution of the excess
deferral plus income is not treated as a withdrawal of restricted funds from
a TSA, is not subject to the 10% penalty tax on early retirement
distributions from the TSAs and IRAs and, with respect to TSAs, is not an
eligible rollover distribution subject to 20% mandatory federal income tax
withholding discussed below. If excess deferrals remain in the plan, the plan
may be disqualified.
    

FEDERAL AND STATE INCOME TAX WITHHOLDING

Equitable may be required to withhold Federal income tax on the taxable
portion of pension and annuity payments.

                               11



         
<PAGE>

   
Unless the pension or annuity payment is an "eligible rollover distribution"
from a TSA, the recipient generally may elect not to be subject to income tax
withholding. The rate of withholding will depend on the type of distribution
and, in certain cases, the amount of the distribution. Compare "Elective
Withholding" and "Mandatory Withholding from TSAs," below.

Certain states have indicated that pension and annuity withholding will apply
to payments made to residents. Generally, an election out of Federal
withholding will also be considered an election out of state withholding. In
some states, a recipient may elect out of state withholding, even if Federal
withholding applies. It is not clear whether such states will require
mandatory withholding with respect to eligible rollover distributions
(described below). If you need more information concerning a particular
state, consult your tax advisor.
    

Special withholding rules apply to foreign recipients and United States
citizens residing outside the United States. See your tax advisor if you may
be affected by such rules.

Elective Withholding

Requests not to withhold Federal income tax must be made in writing prior to
receiving benefits under the contract. We will provide forms for this
purpose. No election out of withholding is valid unless the recipient
provides us with the correct taxpayer identification number and a United
States residence address.

   
If a recipient does not have sufficient income tax withheld or does not make
sufficient estimated income tax payments, the recipient may incur penalties
under the estimated income tax rules. Recipients should consult their tax
advisors to determine whether they should elect out of withholding. Periodic
payments are generally subject to wage-bracket type withholding (as if such
payments were wages by an employer to an employee) unless the recipient elects
no withholding. If a recipient does not elect out of withholding or does not
specify the number of withholding exemptions, withholding will generally be made
as if the recipient is married and claiming three withholding exemptions. There
is an annual threshold of taxable income from periodic payments which is exempt
from withholding based on this assumption. For 1996 a recipient of periodic
payments (e.g., monthly or annual payments) which total less than $14,075 for
the year will generally be exempt from Federal income tax withholding, unless
the recipient specifies a different choice of withholding exemption.

A withholding election may be revoked at any time and remains effective until
revoked. If a recipient fails to provide a correct taxpayer identification
number, withholding is made as if the recipient is single with no exemptions.

A recipient of a partial or total non-periodic distribution (other than an
"eligible rollover distribution" discussed below) will generally be subject
to withholding at a flat 10% rate. A recipient who provides a United States
residence address and a correct taxpayer identification number will generally
be permitted to elect not to have tax withhold.
    

All recipients receiving periodic and non-periodic payments will be further
notified of the withholding requirements and of their right, if any, to make
withholding elections.

Mandatory Withholding From TSAs

   
All "eligible rollover distributions" from TSAs are subject to mandatory
federal income taxwithholding of 20% unless the employee elects to have the
distribution directly rolled over to another TSA or an IRA. The following are
not eligible rollover distributions subject to mandatory 20% withholding:

o any distribution to the extent that the distribution is a "required minimum
distribution" under Section 401(a)(9) of the Code;

o any distribution which is one of a series of substantially equal periodic
payments made (not less frequently than annually (1) for the life (or life
expectancy) of the employee or the joint lives (or joint life expectancies)
of the employee and his or her designated beneficiary, or (2) for a specified
period of 10 years or more;
    

o certain corrective distributions under Code Section 402(g); and

                               12



         
<PAGE>

o a distribution to a beneficiary other than to a surviving spouse or to a
current or former spouse under a qualified domestic relations order.

If a distribution is made to a plan participant's surviving spouse, or to a
current or former spouse under a qualified domestic relations order, the
distribution may be an eligible rollover distribution, subject to mandatory
20% withholding, unless one of the exceptions described above applies.

If a distribution is not an "eligible rollover distribution," the rules on
elective withholding described above, apply.

IMPACT OF TAXES TO EQUITABLE

The certificates provide that we may charge the Investment Funds for taxes or
set up reserves for that purpose. In computing Unit Values in the Investment
Funds, no charge for Federal income taxes is presently contemplated on the
income and gains of the Investment Funds attributable to the certificates.

PART 2--THE GUARANTEED RATE ACCOUNTS

Contributions to a Guaranteed Rate Account become part of our General
Account, which supports all of our insurance and annuity guarantees as well
as our general obligations. The General Account, as part of our insurance and
annuity operations, is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions in which we are authorized to do business, as discussed
in the prospectus under "Regulation." Because of applicable exemptive and
exclusionary provisions, interests in the General Account have not been
registered under the Securities Act of 1933 (1933 ACT) nor is the General
Account an investment company under the Investment Company Act of 1940 (1940
ACT). Accordingly, neither the General Account nor any interests therein are
subject to regulation under the 1933 Act or the 1940 Act, and we have been
advised that the staff of the Securities and Exchange Commission has not made
a review of the disclosures which are included in this SAI for your
information and which relate to the General Account and the Guaranteed Rate
Accounts. These disclosures, however, may be subject to certain generally
applicable provisions of the Federal securities laws relating to the accuracy
and completeness of statements made in prospectuses and SAIs.

THE GUARANTEES

Contributions to a Guaranteed Rate Account are credited with interest at a
fixed rate for a specified period. The amount of the contribution is
guaranteed by us (before deduction of any applicable participant service
charge). The effective guaranteed annual rate will always be at least 3%.

New one-year and three-year Guarantees will be offered each quarter.
Generally 10 days before the beginning of the quarter, we will announce the
one-year and three-year Guarantee Rates, that is, the fixed interest rate
expressed as an effective annual interest rate, which will apply to
contributions made throughout the open period for each Guarantee. The open
period will be the calendar quarter (CONTRIBUTION QUARTER) unless during that
quarter we close the Guarantee and instead offer a new Guarantee at a
different Guarantee Rate for the remainder of the Contribution Quarter. We
reserve the right to close a Guarantee at any time based on market
conditions. Contributions made during the open period will not be affected by
subsequent rate changes and will continue to receive the Guaranteed Rate
until the maturity date for that Guarantee. All Guarantees of the same
duration which are opened during a Contribution Quarter mature on the same
day. After the last day of the Contribution Quarter, however, no further
contributions may be applied to that Guarantee. Contributions allocated to a
Guaranteed Rate Account during the next Contribution Quarter would be
allocated to the Guarantees being offered during that subsequent quarter at
the new Guarantee Rates in accordance with instructions. The new Guarantee
Rates may be obtained by calling us at the number listed on the front of this
SAI.

We may offer Guarantees with different maturities and different rates during
a particular calendar quarter. Currently, we offer Guarantees of one and
three year maturities.

                               13



         
<PAGE>

We may offer additional or different maturities in future Contribution
Quarters.

CONTRIBUTIONS

Contributions to a Guaranteed Rate Account are permitted at any time. There
is no minimum contribution; however, if you are contributing through an
employer, your employer may have a minimum.

Contributions to the Guaranteed Rate Accounts are credited until maturity
with the interest rate in effect on the date of receipt. The rate is
expressed as an effective annual rate, reflecting daily compounding and the
deduction of the participant service charge, described under "Deductions and
Charges," in the prospectus.

Written requests for changes in the percentage of contributions to be
allocated to a Guaranteed Rate Account will become effective on the date of
receipt. Alternatively, allocation or contribution instructions may be made
by telephone through the AIM System.

MATURING GUARANTEES

At the end of a Guarantee, unless we are instructed otherwise, the amount
accumulated will be automatically contributed to a new Guarantee of similar
duration, or, if no Guarantee of similar duration is then being offered, to
the Guarantee of the shortest duration then being offered.

Amounts in maturing Guarantees may be allocated to one or more other
Investment Funds by using the AIM System. Instructions must be received prior
to the maturity of the Guarantee and will apply to all maturing Guarantees
until other instructions are received.

PREMATURE WITHDRAWALS
OR TRANSFERS

Transfers may not be made from one Guarantee to another. Transfers may also
not be made from a Guarantee during the open period for that Guarantee. In
the case of a trustee-to-trustee transfer during the open period, there will
be a premature withdrawal charge.

Amounts in the Guaranteed Rate Accounts will be withdrawn or transferred on a
last in-first out basis unless otherwise specified by the Participant. All
other amounts withdrawn or transferred will be subject to a withdrawal charge
in an amount equal to (1) 7% of the amount withdrawn or transferred
(including the amount of the withdrawal charge) or, if less, (2) the amount
of the Participant's accumulated interest attributable to the amount
withdrawn or transferred (calculated as provided in the certificate). The
withdrawal charge will be deducted from the remaining amounts in the
Participant's Guarantee after the withdrawal or transfer payment is
processed, or from the withdrawn or transferred amount if remaining amounts
are insufficient.

This charge for premature withdrawals from a Guaranteed Rate Account is never
applied against the amount of the Participant's contributions. Also, the
charge for premature withdrawals does not apply:

o at maturity of the Guarantee;

o from withdrawals due to death or disability;

o when the installment option is elected; or

o when an annuity retirement option is elected.

It does apply to any other premature withdrawal or transfer, including
withdrawals on retirement.

                               14



         
<PAGE>

- -----------------------------------------------------------------------------
Example: $2,000 is contributed to the Guaranteed Rate Account on January 1,
with the contribution being directed to a three-year Guarantee with a
Guarantee Rate of 4%. On December 31, a premature withdrawal is made of
$1,000 from the Guaranteed Rate Account. The maximum Participant Service
Charge applicable to the Participant is $30 per year ($7.50 per quarter). The
withdrawal charge will be calculated as follows:

<TABLE>
<CAPTION>
                                       PARTICIPANT
                                         SERVICE
  DATE     CONTRIBUTION    INTEREST      CHARGE
- -------  --------------  ----------  -------------
<S>      <C>             <C>         <C>
  1/1         $2,000          --            --
  3/31          --          $19.71        $7.50
  6/30          --           19.83         7.50
  9/30          --           19.95         7.50
 12/31          --           20.07         7.50
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
                        PREMATURE
            AMOUNT      WITHDRAWAL    CHECK      ACCOUNT
  DATE     REQUESTED      CHARGE      AMOUNT     BALANCE
- -------  -----------  ------------  --------  -----------
<S>      <C>          <C>           <C>       <C>
1/1           --            --          --      $2,000.00
3/31          --            --          --       2,012.21
6/30          --            --          --       2,024.54
9/30          --            --          --       2,036.09
12/31       $1,000       $26.00*      $1,000     1,023.56
</TABLE>
- ------------
*     The lesser of (a) 7% ($75.27) of the amount withdrawn (including the
      amount of the withdrawal charge) or (b) the amount of the Participant's
      accumulated interest ($26.00) attributable to that same amount.

The example assumes that each quarter contains the same number of days and
that each transaction occurs on a business day.

CASH VALUE

The Account Balance of a Guaranteed Rate Account is equal to the value of the
contributions and transfers assigned to each Guarantee then current, less
transfers out of the Guaranteed Rate Account, partial withdrawals and
applicable participant service charges, plus accrued interest. Because
withdrawals before the end of a Guarantee are subject to a premature
withdrawal charge, we use the term "Cash Value" to mean the Account Balance
of a Guaranteed Rate Account less any applicable premature withdrawal charge.
The Cash Value is the amount that would be paid to the Participant if the
Participant withdrew the entire Account Balance of a Guaranteed Rate Account
before the end of the Guarantees to which contributions were directed.

                               15



         
<PAGE>

                                   TABLE I
                       ACCOUNT BALANCES AND CASH VALUES
     (ASSUMING $1,000 CONTRIBUTIONS MADE ANNUALLY ON THE ENROLLMENT DATE)

<TABLE>
<CAPTION>
                     CASH VALUE                 ACCOUNT BALANCE
            ---------------------------  ---------------------------
 ATTAINED                       6%                           6%
    AGE       3% MINIMUM    ILLUSTRATED    3% MINIMUM    ILLUSTRATED
 YEAR END     GUARANTEE        RATE        GUARANTEE        RATE
- ----------  ------------  -------------  ------------  -------------
<S>         <C>           <C>            <C>           <C>
      1      $    999.66    $    999.66   $    999.66    $  1,029.33
      2         2,000.00       2,000.00      2,029.32       2,120.42
      3         3,000.00       3,047.59      3,089.86       3,276.98
      4         4,000.00       4,187.72      4,182.22       4,502.93
      5         5,000.00       5,396.26      5,307.36       5,802.44
      6         6,013.60       6,677.32      6,466.24       7,179.91
      7         7,123.70       8,035.23      7,659.89       8,640.04
      8         8,267.10       9,474.63      8,889.35      10,187.77
      9         9,444.80      11,000.38     10,155.70      11,828.37
     10        10,657.83      12,617.68     11,460.03      13,567.40
     11        11,907.25      14,332.03     12,803.50      15,410.78
     12        13,194.16      16,149.23     14,187.27      17,364.76
     13        14,519.67      18,075.46     15,612.55      19,435.98
     14        15,884.95      20,117.27     17,080.59      21,631.47
     15        17,291.19      22,281.58     18,592.68      23,958.69
     16        18,739.61      24,575.75     20,150.12      26,425.54
     17        20,231.49      27,007.58     21,754.29      29,040.40
     18        21,768.12      29,585.31     23,406.58      31,812.16
     19        23,350.85      32,317.70     25,108.44      34,750.22
     20        24,981.07      35,214.04     26,861.36      37,864.56
     21        26,660.19      38,284.17     28,666.87      41,165.77
     22        28,389.68      41,538.50     30,526.54      44,665.05
     23        30,171.06      44,988.08     32,442.00      48,374.28
     24        32,005.88      48,644.65     34,414.92      52,306.07
     25        33,895.74      52,520.60     36,447.04      56,473.77
     26        35,842.30      56,629.12     38,540.11      60,891.52
     27        37,847.26      60,984.14     40,695.98      65,574.34
     28        39,912.37      65,600.47     42,916.52      70,538.14
     29        42,039.43      70,493.77     45,203.68      75,799.76
     30        44,230.30      75,680.68     47,559.46      81,377.07
     31        46,486.89      81,178.79     49,985.91      87,289.03
     32        48,811.19      87,006.80     52,485.15      93,555.70
     33        51,205.21      93,184.49     55,059.37     100,198.37
     34        53,671.06      99,732.83     57,710.81     107,239.61
     35        56,210.88     106,674.08     60,441.80     114,703.31
     36        58,826.89     114,031.80     63,254.72     122,614.84
     37        61,521.38     121,830.99     66,152.03     131,001.06
     38        64,296.71     130,098.12     69,136.25     139,890.45
     39        67,155.30     138,861.29     72,210.00     149,313.21
     40        70,099.65     148,150.24     75,375.97     159,301.34
     41        73,132.33     157,996.54     78,636.91     169,888.75
     42        76,255.99     168,433.61     81,995.68     181,111.41
     43        79,473.35     179,496.90     85,455.22     193,007.42
     44        82,787.24     191,224.00     89,018.54     205,617.20
     45        86,200.55     203,654.71     92,688.76     218,983.56
     46        89,716.25     216,831.28     96,469.09     233,151.91
     47        93,337.43     230,798.43    100,362.83     248,170.35
     48        97,067.24     245,603.61    104,373.38     264,089.91
     49       100,908.94     261,297.11    108,504.24     280,964.63
     50       104,865.90     277,932.21    112,759.03     298,851.84
</TABLE>

                               16



         
<PAGE>

                                   TABLE II
                       ACCOUNT BALANCES AND CASH VALUES
    (ASSUMING A SINGLE CONTRIBUTION OF $1,000 AND NO FURTHER CONTRIBUTION)

<TABLE>
<CAPTION>
                     CASH VALUE               ACCOUNT BALANCE
            --------------------------  --------------------------
 ATTAINED                      6%                          6%
    AGE      3% MINIMUM    ILLUSTRATED   3% MINIMUM    ILLUSTRATED
 YEAR END     GUARANTEE       RATE        GUARANTEE       RATE
- ----------  -----------  -------------  -----------  -------------
<S>         <C>          <C>            <C>          <C>
      1        $999.66      $1,000.00      $999.66      $1,029.33
      2         999.32       1,000.00       999.32       1,060.42
      3         998.96       1,016.84       998.96       1,093.38
      4         998.60       1,049.33       998.60       1,128.31
      5         998.22       1,083.77       998.22       1,165.34
      6         997.83       1,120.27       997.83       1,204.59
      7         997.43       1,158.96       997.43       1,246.20
      8         997.02       1,199.98       997.02       1,290.30
      9         996.60       1,243.46       996.60       1,337.05
     10         996.16       1,289.54       996.16       1,386.60
     11         995.71       1,338.39       995.71       1,439.13
     12         995.25       1,390.17       995.25       1,494.81
     13         994.77       1,445.06       994.77       1,553.83
     14         994.28       1,503.24       994.28       1,616.39
     15         993.77       1,564.92       993.77       1,682.70
     16         993.25       1,630.29       993.25       1,753.00
     17         992.71       1,699.58       992.71       1,827.51
     18         992.16       1,773.04       992.16       1,906.49
     19         991.59       1,850.90       991.59       1,990.21
     20         991.00       1,933.43       991.00       2,078.95
     21         990.39       2,020.91       990.39       2,173.02
     22         989.77       2,113.64       989.77       2,272.73
     23         989.13       2,211.94       989.13       2,378.43
     24         988.47       2,316.13       988.47       2,490.46
     25         987.79       2,426.57       987.79       2,609.22
     26         987.09       2,543.65       987.09       2,735.10
     27         986.36       2,667.74       986.36       2,868.54
     28         985.62       2,799.28       985.62       3,009.98
     29         984.85       2,938.72       984.85       3,159.91
     30         984.06       3,086.52       984.06       3,318.84
     31         983.25       3,243.19       983.25       3,487.30
     32         982.41       3,409.26       982.41       3,665.87
     33         981.55       3,585.29       981.55       3,855.15
     34         980.66       3,771.88       980.66       4,055.79
     35         979.74       3,969.68       979.74       4,268.47
     36         978.80       4,179.34       978.80       4,493.91
     37         977.82       4,401.58       977.82       4,732.88
     38         976.82       4,637.15       976.82       4,986.18
     39         975.79       4,886.85       975.79       5,254.68
     40         974.73       5,151.54       974.73       5,539.29
     41         973.64       5,432.11       973.64       5,840.98
     42         972.51       5,729.52       972.51       6,160.77
     43         971.35       6,044.77       971.35       6,499.75
     44         970.16       6,378.93       970.16       6,859.07
     45         968.93       6,733.15       968.93       7,239.94
     46         967.66       7,108.61       967.66       7,643.67
     47         966.35       7,506.61       966.35       8,071.62
     48         965.01       7,928.48       965.01       8,525.25
     49         963.63       8,375.67       963.63       9,006.10
     50         962.20       8,849.69       962.20       9,515.79
</TABLE>

                               17



         
<PAGE>

PART 3--REORGANIZATION

Prior to May 1, 1987, the Separate Account was one of four separate accounts
used to fund benefits under the certificates. Each of these predecessor
separate accounts, which included a Money Market Account, a Stock Account, a
Bond Account and a Balanced Account (collectively, the Predecessor Separate
Accounts), was organized as an open-end management investment company, with
its own investment objectives and policies. Effective May 1, 1987, with the
approval of Contract Owners, we reorganized the Predecessor Separate Accounts
into one separate account (Separate Account No. 301, referred to as the
Separate Account) in unit investment trust form with investment divisions. In
connection with the reorganization, all of the investment-related assets and
liabilities of the Predecessor Separate Accounts were transferred to the
corresponding Funds of Prism Investment Trust ("Prism"), in exchange for
shares in the Funds. In addition, we created an Aggressive Stock Fund, a High
Yield Fund and a Global Fund. The reorganization did not change the Account
Balances under existing certificates. As of September 6, 1991, each of the
above-listed Investment Funds of the Separate Account invests in shares of a
corresponding Portfolio of the Trust. Previously, the Investment Funds had
invested in shares of Prism. Shares of Prism's Money Market, Common Stock,
Balanced, Aggressive Stock, High Yield and Global Funds formerly held by the
Separate Account, were replaced by shares of the corresponding Portfolios of
the Trust; and the Investment Fund which had invested in the Bond Fund of
Prism now invests (as the Intermediate Government Securities Fund) in shares
of the Intermediate Government Securities Portfolio of the Trust.

PART 4--EXPERTS
- -----------------------------------------------------------------------------

   
The financial statements of the Separate Account and of Equitable Life
included in this SAI have been audited for the years-ended December 31, 1995,
December 31, 1994 and December 31, 1993 by Price Waterhouse LLP, as stated in
their reports. The financial statements of the Separate Account and of
Equitable Life for the years ended December 31, 1995 and December 31, 1994
included in this SAI have been so included in reliance on the reports of
Price Waterhouse LLP, independent accountants, given on the authority of such
firm as experts in accounting and auditing.
    

PART 5--MONEY MARKET
 FUND YIELD INFORMATION
- -----------------------------------------------------------------------------

The Money Market Fund calculates yield information for seven-day periods. The
seven-day current yield calculation is based on a hypothetical Account
Balance with one Unit at the beginning of the period. To determine the
seven-day rate of return, the net change in the Unit Value is computed by
subtracting the Unit Value at the beginning of the period from a Unit Value,
exclusive of capital changes, at the end
of the period.

The net change is then reduced by the average administrative charge factor
(explained below). This reduction is made to recognize the deduction of the
participant service charge, which is not reflected in the unit value. See
"Deductions and Charges--Participant Service Charge" in the prospectus. Unit
Values reflect all other accrued expenses of the Money Market Fund.

The adjusted net change is divided by the Unit Value at the beginning of the
period to obtain the adjusted base period rate of return. This seven-day
adjusted base period return is then multiplied by 365/7 to produce an
annualized seven-day current yield figure carried to the nearest
one-hundredth of one percent.

The actual dollar amount of the participant service charge that is deducted
from the Money Market Fund will vary for each Participant depending upon how
the Account Balance is allocated among the Investment Options. To determine
the effect of the participant service charge on the yield, we start with the
total dollar amount of the charges deducted from the Fund on the last day of
the prior quarter. This amount is multiplied by 7/91.25 to produce an average
participant service charge factor which is used in all weekly yield
computations for the ensuing quarter. The average administrative charge is
then divided by the number of Money Market Fund Units as of the

                               18



         
<PAGE>

end of the prior calendar quarter, and the resulting quotient is deducted
from the net change in Unit Value for the seven-day period.

The effective yield is obtained by modifying the current yield to give effect
to the compounding nature of the Money Market Fund's investments, as follows:
the unannualized adjusted base period return is compounded by adding one to
the adjusted base period return, raising the sum to a power equal to 365
divided by 7, and subtracting one from the result, i.e., effective yield =
(base period return + 1) (365)/7 -1.

The Money Market Fund yields will fluctuate daily. Accordingly, yields for
any given period are not necessarily representative of future results. In
addition, the value of Units of the Money Market Fund will fluctuate and not
remain constant.

The Money Market Fund yields reflect charges that are not normally reflected
in the yields of other investments and therefore may be lower when compared
with yields of other investments. Money Market Fund yields should not be
compared to the return on fixed rate investments which guarantee rates of
interest for specified periods, such as the Guaranteed Rate Accounts or bank
deposits. The yield should not be compared to the yield of money market funds
made available to the general public because their yields usually are
calculated on the basis of a constant $1 price per share and they pay out
earnings in dividends which accrue on a daily basis.

   
The seven-day current yield for the Money Market Fund was 4.77% for the
period ended December 31, 1995. The effective yield for that period was
4.78%. Because these yields reflect the deduction of Separate Account
expenses, including the participant service charge, they are lower than the
corresponding yield figures for the Money Market Portfolio which reflect only
the deduction of Trust-level expenses.

PART 6--FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------

The financial statements of Equitable Life included herein should be
considered only as bearing upon the ability of Equitable Life to meet its
obligations under the certificates. The financial statements begin on the
following page.
    
                               19




         
<PAGE>


                      REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
The Equitable Life Assurance Society of the United States
and Contractowners of Separate Account No. 301
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 Money Market Fund, Common
Stock Fund, Intermediate Government Securities Fund, Balanced Fund, High
Yield Fund, Aggressive Stock Fund, Global Fund, Growth Investors Fund,
Conservative Investors Fund and Growth & Income Fund, separate investment
funds of The Equitable Life Assurance Society of the United States
("Equitable Life") Separate Account No. 301 at December 31, 1995, the results
of each of their operations and changes in each of their net assets for the
periods indicated, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of Equitable
Life's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management
and evaluating the overall financial statement presentation. We believe that
each of our audits, which included confirmation of shares in The Hudson River
Trust at December 31, 1995 with the transfer agent, provide a reasonable basis
for the opinion expressed above. The unit value information presented in
Note 5 for each of the years prior to December 31, 1993 were audited by other
independent accountants whose report dated February 10, 1993 expressed an
unqualified opinion on the financial statements containing such information.
    
Price Waterhouse LLP
New York, NY
February 7, 1996


                                FSA-1






         
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

SEPARATE ACCOUNT NO. 301

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                            INTERMEDIATE
                                                             GOVERNMENT
                                     MONEY       COMMON      SECURITIES    BALANCED
                                  MARKET FUND  STOCK FUND       FUND         FUND
                                 -----------  -----------  ------------  -----------
<S>                              <C>          <C>          <C>           <C>
ASSETS:
Investments in shares of
 The Hudson River Trust,
 at market value (Note 2)
Cost: $20,904,797 ..............  $20,887,161
      49,625,827 ...............               $56,978,953
      6,737,931 ................                             $6,242,082
      33,129,950 ...............                                          $34,623,577
      1,948,698 ................
      5,745,828 ................
      4,224,900 ................
      1,068,616 ................
       843,042 .................
      1,415,871 ................
Receivable for The Hudson River
 Trust shares redeemed .........        7,413      876,352           --        16,560
Due from Equitable Life's
 General Account ...............           --           --          759            --
                                 -----------  -----------  ------------  -----------
  Total assets .................   20,894,574   57,855,305    6,242,841    34,640,137
                                 -----------  -----------  ------------  -----------
LIABILITIES:
Payable for The Hudson River
 Trust shares purchased ........           --           --           22            --
Due to Equitable Life's General
 Account .......................        6,592      876,352           --        16,560
Accrued expenses ...............       12,241       33,449        4,088        19,636
                                  -----------  -----------  ------------  -----------
  Total liabilities ............       18,833      909,801        4,110        36,196
                                  -----------  -----------  ------------  -----------
NET ASSETS .....................  $20,875,741  $56,945,504   $6,238,731   $34,603,941
                                  ===========  ===========  ============  ===========
Unit Value at December 31, 1995
 (Note 5) ......................  $     24.55  $     84.56   $    40.82   $     56.07
                                  ===========  ===========  ============  ===========
Units Outstanding at December
 31, 1995 ......................      850,201      673,393      152,850       617,202
                                  ===========  ===========  ============  ===========
</TABLE>



         
                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
                                                                        GROWTH    CONSERVATIVE   GROWTH &
                                  HIGH YIELD  AGGRESSIVE    GLOBAL    INVESTORS    INVESTORS      INCOME
                                     FUND     STOCK FUND     FUND        FUND         FUND         FUND
                                 ----------  ----------  ----------  ----------  ------------  ----------
<S>                              <C>         <C>         <C>         <C>         <C>           <C>
ASSETS:
Investments in shares of
 The Hudson River Trust,
 at market value (Note 2)
Cost: $20,904,797 ..............
      49,625,827 ...............
      6,737,931 ................
      33,129,950 ...............
      1,948,698 ................  $1,885,219
      5,745,828 ................              $6,223,478
      4,224,900 ................                          $4,568,966
      1,068,616 ................                                      $1,141,446
       843,042 .................                                                    $886,770
      1,415,871 ................                                                                $1,638,038
Receivable for The Hudson River
 Trust shares redeemed .........         101          --          --          --          --         1,156
Due from Equitable Life's
 General Account ...............          --     856,594         731         875           5            --
                                  ----------  ----------  ----------  ----------  ------------  ----------
  Total assets .................   1,885,320   7,080,072   4,569,697   1,142,321     886,775     1,639,194
                                  ----------  ----------  ----------  ----------  ------------  ----------
LIABILITIES:
Payable for The Hudson River
 Trust shares purchased ........          --     856,594         731         875           5            --
Due to Equitable Life's General
 Account .......................          24          --          --          --          --         1,156
Accrued expenses ...............       1,606       3,529       2,986       1,045       1,038         1,470
                                  ----------  ----------  ----------  ----------  ------------  ----------
  Total liabilities ............       1,630     860,123       3,717       1,920       1,043         2,626
                                  ----------  ----------  ----------  ----------  ------------  ----------
NET ASSETS .....................  $1,883,690  $6,219,949  $4,565,980  $1,140,401    $885,732    $1,636,568
                                  ==========  ==========  ==========  ==========  ============  ==========
Unit Value at December 31, 1995
 (Note 5) ......................  $    21.67  $    32.67  $    22.76  $    12.23    $  11.79    $    12.21
                                  ==========  ==========  ==========  ==========  ============  ==========
Units Outstanding at December
 31, 1995 ......................      86,909     190,396     200,599      93,252      75,090       134,030
                                  ==========  ==========  ==========  ==========  ============  ==========
</TABLE>

See Notes to Financial Statements.

                                FSA-2



         
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT N0. 301
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                             MONEY         COMMON       INTERMEDIATE                     HIGH
                                             MARKET         STOCK        GOVERNMENT       BALANCED      YIELD
                                              FUND          FUND       SECURITIES FUND      FUND         FUND
                                         ------------  -------------  ---------------  ------------  ----------
<S>                                      <C>           <C>            <C>              <C>           <C>
INCOME AND EXPENSE:
 Investment Income:
  Dividends from The Hudson River Trust
   (Note 2) ............................   $1,127,417    $   729,122      $357,259       $1,081,427    $171,066
                                         ------------  -------------  ---------------  ------------  ----------
 Expenses (Note 3):
  Administrative fees ..................       53,674        128,586        15,132           81,820       4,059
  Recordkeeping charges ................       37,820         82,688        14,846           53,842       8,340
  Professional fees ....................        6,098         13,967         1,592            8,496         428
  Printing and mailing expenses  .......        7,566         17,543         2,114            9,511         554
  Miscellaneous ........................          (13)            20            (5)             (36)         (1)
                                         ------------  -------------  ---------------  ------------  ----------
   Total expenses ......................      105,145        242,804        33,679          153,633      13,380
 Less: Reimbursement for excess expense
  limitation ...........................       11,045             --        13,557               --       3,273
                                         ------------  -------------  ---------------  ------------  ----------
   Net expenses ........................       94,100        242,804        20,122          153,633      10,107
                                         ------------  -------------  ---------------  ------------  ----------
NET INVESTMENT INCOME (LOSS) ...........    1,033,317        486,318       337,137          927,794     160,959
                                         ------------  -------------  ---------------  ------------  ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS (NOTE 2):
 Realized gain (loss) from share
  transactions .........................      (19,514)       874,919       (97,203)         183,059     (15,169)
 Realized gain distribution from
  The Hudson River Trust ...............           --      3,218,979            --          945,326          --
                                         ------------  -------------  ---------------  ------------  ----------
   Net realized gain (loss) ............      (19,514)     4,093,898       (97,203)       1,128,385     (15,169)
                                         ------------  -------------  ---------------  ------------  ----------
 Change in unrealized appreciation of
  investments ..........................       94,984      9,414,798       497,322        3,701,929     136,740
                                         ------------  -------------  ---------------  ------------  ----------
NET REALIZED AND UNREALIZED GAIN ON
 INVESTMENTS ...........................       75,470     13,508,696       400,119        4,830,314     121,571
                                         ------------  -------------  ---------------  ------------  ----------
NET INCREASE IN NET ASSETS FROM
 OPERATIONS ............................   $1,108,787    $13,995,014      $737,256       $5,758,108    $282,530
                                         ============  =============  ===============  ============  ==========
</TABLE>

                    [RESTUBBED TABLE CONTINUED FROM ABOVE]

<TABLE>
<CAPTION>
                                           AGGRESSIVE                 GROWTH      CONSERVATIVE    GROWTH &
                                             STOCK        GLOBAL     INVESTORS     INVESTORS       INCOME
                                              FUND         FUND        FUND           FUND          FUND
                                         ------------  ----------  -----------  --------------  ----------
<S>                                      <C>           <C>         <C>          <C>             <C>
INCOME AND EXPENSE:
 Investment Income:
  Dividends from The Hudson River Trust
   (Note 2) ............................   $   13,210    $ 70,487    $ 23,351       $32,935       $ 39,092
                                         ------------  ----------  -----------  --------------  ----------
 Expenses (Note 3):
  Administrative fees ..................       11,888      10,047       1,533         1,439          3,353
  Recordkeeping charges ................       12,634      11,803       5,816         5,867          7,388
  Professional fees ....................        1,399       1,181         208           198            483
  Printing and mailing expenses  .......        1,598       1,392         193           189            451
  Miscellaneous ........................           12           6           4             5             10
                                         ------------  ----------  -----------  --------------  ----------
   Total expenses ......................       27,531      24,429       7,754         7,698         11,685
 Less: Reimbursement for excess expense
  limitation ...........................           --       4,039          --            --             --
                                         ------------  ----------  -----------  --------------  ----------
   Net expenses ........................       27,531      20,390       7,754         7,698         11,685
                                         ------------  ----------  -----------  --------------  ----------
NET INVESTMENT INCOME (LOSS) ...........      (14,321)     50,097      15,597        25,237         27,407
                                         ------------  ----------  -----------  --------------  ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS (NOTE 2):
 Realized gain (loss) from share
  transactions .........................      295,380      66,631      20,152         5,024         24,033
 Realized gain distribution from
  The Hudson River Trust ...............      598,710     126,194      15,217         5,484             --
                                         ------------  ----------  -----------  --------------  ----------
   Net realized gain (loss) ............      894,090     192,825      35,369        10,508         24,033
                                         ------------  ----------  -----------  --------------  ----------
 Change in unrealized appreciation of
  investments ..........................      439,966     435,771      80,196        58,432        227,245
                                         ------------  ----------  -----------  --------------  ----------
NET REALIZED AND UNREALIZED GAIN ON


         
 INVESTMENTS ...........................    1,334,056     628,596     115,565        68,940        251,278
                                         ------------  ----------  -----------  --------------  ----------
NET INCREASE IN NET ASSETS FROM
 OPERATIONS ............................   $1,319,735    $678,693    $131,162       $94,177       $278,685
                                         ============  ==========  ===========  ==============  ==========
</TABLE>

See Notes to Financial Statements.

                                FSA-3



         
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 301
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                               INTERMEDIATE
                                                                                                GOVERNMENT
                                         MONEY MARKET FUND         COMMON STOCK FUND          SECURITIES FUND
                                     ------------------------  ------------------------  -----------------------
                                             YEAR ENDED                YEAR ENDED               YEAR ENDED
                                            DECEMBER 31,              DECEMBER 31,             DECEMBER 31,
                                     ------------------------  ------------------------  -----------------------
                                         1995         1994         1995         1994         1995        1994
                                     -----------  -----------  -----------  -----------  ----------  -----------
<S>                                  <C>          <C>          <C>          <C>          <C>         <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
 Net investment income .............  $ 1,033,317  $   811,969  $   486,318  $   429,540  $  337,137  $   531,785
 Realized gain (loss) on
  investments ......................      (19,514)    (183,870)   4,093,898    2,839,287     (97,203)    (109,911)
 Change in unrealized
  appreciation/depreciation of
  investments ......................       94,984      224,026    9,414,798   (4,486,763)    497,322     (716,571)
                                      -----------  -----------  -----------  -----------  ----------  -----------
 Net increase (decrease) in net
  assets from operations ...........    1,108,787      852,125   13,995,014   (1,217,936)    737,256     (294,697)
                                      -----------  -----------  -----------  -----------  ----------  -----------
FROM CONTRACT OWNER
 TRANSACTIONS (Note 4):
 Contributions and Transfers:
  Contributions ....................    2,601,421    3,717,904    1,421,806    1,481,343     244,146      319,399
  Transfers from other Funds  ......    4,608,307    4,363,014    4,213,931    4,026,983     269,464      406,334
  Transfers from Guaranteed Rate
   Account .........................      907,069    2,117,799      307,286      953,062      13,289      251,763
                                      -----------  -----------  -----------  -----------  ----------  -----------
   Total contributions .............    8,116,797   10,198,717    5,943,023    6,461,388     526,899      977,496
                                      -----------  -----------  -----------  -----------  ----------  -----------
 Withdrawals and Transfers:
  Withdrawals ......................    5,489,199    5,990,552    3,230,995    3,239,769     543,094      838,079
  Transfers to other Funds .........    5,748,048    4,016,831    4,124,230    4,276,450     311,766      785,172
  Transfers to Guaranteed Rate
   Account .........................    1,059,744      313,630      117,782      325,646     163,916      165,675
  Participant service charge  ......       20,934       24,229       21,099       22,892       1,487        1,758
                                      -----------  -----------  -----------  -----------  ----------  -----------
   Total withdrawals ...............   12,317,925   10,345,242    7,494,106    7,864,757   1,020,263    1,790,684
                                      -----------  -----------  -----------  -----------  ----------  -----------
 Net increase (decrease) in net
  assets from Contract Owner
  transactions .....................   (4,201,128)    (146,525)  (1,551,083)  (1,403,369)   (493,364)    (813,188)
                                      -----------  -----------  -----------  -----------  ----------  -----------
INCREASE (DECREASE) IN NET ASSETS  .   (3,092,341)     705,600   12,443,931   (2,621,305)    243,892   (1,107,885)
NET ASSETS--BEGINNING OF YEAR  .....   23,968,082   23,262,482   44,501,573   47,122,878   5,994,839    7,102,724
                                      -----------  -----------  -----------  -----------  ----------  -----------
NET ASSETS--END OF YEAR (Note 2)  ..  $20,875,741  $23,968,082  $56,945,504  $44,501,573  $6,238,731  $ 5,994,839
                                      ===========  ===========  ===========  ===========  ==========  ===========
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
                                           BALANCED FUND           HIGH YIELD FUND
                                     ------------------------  ---------------------
                                             YEAR ENDED              YEAR ENDED
                                            DECEMBER 31,            DECEMBER 31,
                                     ------------------------  ---------------------
                                         1995         1994         1995       1994
                                     -----------  -----------  ----------  ---------
<S>                                  <C>          <C>          <C>         <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
 Net investment income .............  $   927,794  $   876,928  $  160,959 $  124,374
 Realized gain (loss) on
  investments ......................    1,128,385      129,094     (15,169)    (7,777)
 Change in unrealized
  appreciation/depreciation of
  investments ......................    3,701,929   (4,208,604)    136,740   (180,846)
                                      -----------  -----------  ----------  ---------
 Net increase (decrease) in net
  assets from operations ...........    5,758,108   (3,202,582)    282,530    (64,249)
                                      -----------  -----------  ----------  ---------
FROM CONTRACT OWNER
 TRANSACTIONS (Note 4):
 Contributions and Transfers:
  Contributions ....................      868,908      887,762     103,661     59,255
  Transfers from other Funds  ......      378,163      203,671     181,040    954,092
  Transfers from Guaranteed Rate
   Account .........................      103,813      700,845      43,136    148,765
                                      -----------  -----------  ----------  ---------
   Total contributions .............    1,350,884    1,792,278     327,837  1,162,112
                                      -----------  -----------  ----------  ---------
 Withdrawals and Transfers:
  Withdrawals ......................    3,332,214    3,624,729      91,857    105,918


         
  Transfers to other Funds .........      912,130    1,670,264      73,378  1,005,461
  Transfers to Guaranteed Rate
   Account .........................      288,178       92,670      11,060         --
  Participant service charge  ......       10,445       12,401         424        406
                                      -----------  -----------  ----------  ---------
   Total withdrawals ...............    4,542,967    5,400,064     176,719  1,111,785
                                      -----------  -----------  ----------  ---------
 Net increase (decrease) in net
  assets from Contract Owner
  transactions .....................   (3,192,083)  (3,607,786)    151,118     50,327
                                      -----------  -----------  ----------  ---------
INCREASE (DECREASE) IN NET ASSETS  .    2,566,025   (6,810,368)    433,648    (13,922)
NET ASSETS--BEGINNING OF YEAR  .....   32,037,916   38,848,284   1,450,042  1,463,964
                                      -----------  -----------  ----------  ---------
NET ASSETS--END OF YEAR (Note 2)  ..  $34,603,941  $32,037,916  $1,883,690 $1,450,042
                                      ===========  ===========  ==========  =========
</TABLE>

                      See Notes to Financial Statements.

                                FSA-4



         
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 301
STATEMENTS OF CHANGES IN NET ASSETS (CONCLUDED)

<TABLE>
<CAPTION>
                                                                                                GROWTH
                                                                                              INVESTORS
                                      AGGRESSIVE STOCK FUND        GLOBAL FUND                   FUND
                                     ----------------------  ----------------------  --------------------------
                                            YEAR ENDED              YEAR ENDED         YEAR ENDED     MAY 2 TO
                                           DECEMBER 31,            DECEMBER 31,       DECEMBER 31,  DECEMBER 31,
                                     ----------------------  ----------------------  ------------  ------------
                                         1995        1994        1995        1994         1995          1994
                                     ----------  ----------  ----------  ----------  ------------  ------------
<S>                                  <C>         <C>         <C>         <C>         <C>           <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
 Net investment income .............  $  (14,321) $  (20,064) $   50,097  $   23,171   $   15,597     $  4,305
 Realized gain (loss) on
  investments ......................     894,090    (127,820)    192,825      43,532       35,369         (233)
 Change in unrealized
  appreciation/depreciation of
  investments ......................     439,966     (50,858)    435,771      68,456       80,196       (7,366)
                                      ----------  ----------  ----------  ----------  ------------  ------------
 Net increase (decrease) in net
  assets from operations ...........   1,319,735    (198,742)    678,693     135,159      131,162       (3,294)
                                      ----------  ----------  ----------  ----------  ------------  ------------
FROM CONTRACT OWNER
 TRANSACTIONS (Note 4):
 Contributions and Transfers:
  Contributions ....................     554,849     454,806     395,914     413,345      496,380       27,054
  Transfers from other Funds  ......   3,743,211   2,875,068   1,465,044   2,871,284      379,453      331,573
  Transfers from Guaranteed Rate
   Account .........................     119,098     207,055      77,476     391,236       25,060       26,382
                                      ----------  ----------  ----------  ----------  ------------  ------------
   Total contributions .............   4,417,158   3,536,929   1,938,434   3,675,865      900,893      385,009
                                      ----------  ----------  ----------  ----------  ------------  ------------
 Withdrawals and Transfers:
  Withdrawals ......................     321,607     469,189     230,523     157,737      124,794          673
  Transfers to other Funds .........   2,701,872   2,623,954   1,525,712   2,716,768      133,088       14,479
  Transfers to Guaranteed Rate
   Account .........................       8,485         327      48,671       4,746           --           --
  Participant service charge  ......       1,224       1,078       1,017         795          201          134
                                      ----------  ----------  ----------  ----------  ------------  ------------
   Total withdrawals ...............   3,033,188   3,094,548   1,805,923   2,880,046      258,083       15,286
                                      ----------  ----------  ----------  ----------  ------------  ------------
 Net increase in net assets from
  Contract Owner transactions  .....   1,383,970     442,381     132,511     795,819      642,810      369,723
                                      ----------  ----------  ----------  ----------  ------------  ------------
INCREASE IN NET ASSETS .............   2,703,705     243,639     811,204     930,978      773,972      366,429
NET ASSETS--BEGINNING OF YEAR  .....   3,516,244   3,272,605   3,754,776   2,823,798      366,429           --
                                      ----------  ----------  ----------  ----------  ------------  ------------
NET ASSETS--END OF YEAR (Note 2)  ..  $6,219,949  $3,516,244  $4,565,980  $3,754,776   $1,140,401     $366,429
                                      ==========  ==========  ==========  ==========  ============  ============
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
                                             CONSERVATIVE                  GROWTH &
                                              INVESTORS                     INCOME
                                                 FUND                        FUND
                                     --------------------------  --------------------------
                                       YEAR ENDED     MAY 2 TO     YEAR ENDED     MAY 2 TO
                                      DECEMBER 31,  DECEMBER 31,  DECEMBER 31,  DECEMBER 31,
                                     ------------  ------------  ------------  ------------
                                          1995          1994          1995          1994
                                     ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
 Net investment income .............   $   25,237     $ 13,725     $   27,407    $   10,901
 Realized gain (loss) on
  investments ......................       10,508           57         24,033          (137)
 Change in unrealized
  appreciation/depreciation of
  investments ......................       58,432      (14,704)       227,245        (5,078)
                                     ------------  ------------  ------------  ------------
 Net increase (decrease) in net
  assets from operations ...........       94,177         (922)       278,685         5,686
                                     ------------  ------------  ------------  ------------
FROM CONTRACT OWNER
 TRANSACTIONS (Note 4):
 Contributions and Transfers:
  Contributions ....................      308,750      109,347        213,755       166,650
  Transfers from other Funds  ......      892,949      371,681        318,466       764,576
  Transfers from Guaranteed Rate
   Account .........................          620       41,837         17,921       159,920
                                     ------------  ------------  ------------  ------------
   Total contributions .............    1,202,319      522,865        550,142     1,091,146
                                     ------------  ------------  ------------  ------------
 Withdrawals and Transfers:


         
  Withdrawals ......................      100,865        1,600        111,599        26,141
  Transfers to other Funds .........      804,834       25,224        114,971        33,575
  Transfers to Guaranteed Rate
   Account .........................           --           --          2,489            --
  Participant service charge  ......          107           77            201           115
                                     ------------  ------------  ------------  ------------
   Total withdrawals ...............      905,806       26,901        229,260        59,831
                                     ------------  ------------  ------------  ------------
 Net increase in net assets from
  Contract Owner transactions  .....      296,513      495,964        320,882     1,031,315
                                     ------------  ------------  ------------  ------------
INCREASE IN NET ASSETS .............      390,690      495,042        599,567     1,037,001
NET ASSETS--BEGINNING OF YEAR  .....      495,042           --      1,037,001            --
                                     ------------  ------------  ------------  ------------
NET ASSETS--END OF YEAR (Note 2)  ..   $  885,732     $495,042     $1,636,568    $1,037,001
                                     ============  ============  ============  ============
</TABLE>

                      See Notes to Financial Statements.

                                FSA-5



         
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 301
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

1. GENERAL

Separate Account No. 301 (the Account) of The Equitable Life Assurance
Society of the United States (Equitable Life) is organized as a unit
investment trust, a type of investment company, and is registered with the
Securities and Exchange Commission under the Investment Company Act of 1940.
The Account is used to fund benefits under certain group annuity contracts
and certificates (Contracts) in connection with individual retirement
annuities and tax-sheltered annuity arrangements. The Account has ten
investment funds (Funds): Money Market, Common Stock, Intermediate Government
Securities, Balanced, High Yield, Aggressive Stock, Global, Growth Investors,
Conservative Investors, and Growth & Income. The assets in each Fund are
invested in shares of a corresponding portfolio (Portfolio) of a mutual fund,
The Hudson River Trust (Trust). The Trust is an open-end, diversified,
management investment company that invests the assets of separate accounts of
insurance companies. Each Portfolio has separate investment objectives.

The net assets of the Account are not chargeable with liabilities arising out
of any other business Equitable Life may conduct. The excess of assets over
reserves and other contract liabilities, if any, in the Account may be
transferred to Equitable Life's General Account.

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.

Share Valuation--Investments in shares of the Trust are valued at the net
asset value of the respective Portfolio. Investments of the Portfolios are
valued at market value.

Share Transactions--Share transactions are recorded on the trade date at the
net asset value of the underlying Portfolios. Realized gains and losses on
investments include gains and losses on redemptions of the Trust's shares
(determined on the identified cost basis) and capital gain distributions from
the Trust. Dividends and realized gain distributions from The Hudson River
Trust are recorded on ex-date.

Federal Income Taxes--No Federal income tax based on net income or realized
and unrealized capital gains is currently applicable to Contracts
participating in the Account by reason of applicable provisions of the
Internal Revenue code and no Federal income tax payable by Equitable Life is
expected to affect Fund unit values in the Account. Accordingly, no provision
for income taxes is required.

3. ASSET CHARGES

The following charges are made directly against the assets of the Account and
are reflected daily in the computation of the unit values of the Contracts:

o    Administrative fees are charged at an effective annual rate of 0.25% of
the net assets of each Fund.

o    Direct operating expenses are paid to cover expenses attributable to the
operations of each Fund.

Under the Contracts, Equitable Life reimburses the Money Market, Common
Stock, Intermediate Government Securities and Balanced Funds for the excess
of the aggregate expense charges of the Fund (including investment advisory
fees and certain other Trust expenses attributable to assets of such Fund
invested in a Portfolio of the Trust and the asset-based charges of the Fund,
as described above)

                                FSA-6



         
<PAGE>

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 301
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1995

which during any calendar year exceed 1.5% of the average daily net assets
of the Common Stock, Intermediate Government Securities and Balanced Funds
and 1.0% of the Money Market Fund. In addition, Equitable Life reimburses the
High Yield, Aggressive Stock and Global Funds for aggregate expenses in
excess of a 1.5% (effective annual rate) voluntary expense limitation of each
Fund's average daily net assets. The voluntary expense limitation may be
discontinued by Equitable Life at its discretion.

Also, if the annual amount of management fees applicable to the Money Market
and Intermediate Government Securities Funds exceeds 0.35% of the average
daily net asset value of either Fund, Equitable Life will reimburse the
related Fund for such excess. This expense limitation is a contractual right
for Participants who enrolled prior to May 1, 1987 and cannot be changed
without the consent of those Participants. Equitable Life has voluntarily
agreed to impose this expense limitation for Participants who enrolled after
May 1, 1987 and reserves the right to discontinue this at any time.

Effective March 21, 1994, administrative services for the Account are being
provided by Equitable Life. Prior thereto, the services were provided by a
third party.

A quarterly Participant Service Charge for administrative expense is made for
each participant at the end of each calendar quarter before retirement date.
The portion of this charge allocable to the Funds is made by reducing the
units of each Fund owned by a participant under a Contract.

4. CONTRIBUTIONS AND WITHDRAWALS:

Contributions allocated to the Account are not subject to sales expense.
Participants may transfer all or part of the cash value under the Contracts
from one Fund to another without any restrictions as to number of times, but
subject to certain limitations. Transfers to the Guaranteed Rate Account from
the Account and transfers of the cash value of the Guaranteed Rate Account
(unless an exception applies) to the Account may be made at any time.

Full or partial withdrawals, including withdrawals of excess contributions,
may be made by participants.

Units of the Account issued and redeemed during the periods indicated were:

                                FSA-7






         
<PAGE>


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 301

NOTES TO FINANCIAL STATEMENT--(CONTINUED)
DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                          YEAR ENDED
                                                         DECEMBER 31,
                                                         ------------
                                                      1995          1994
                                                      ----          ----
<S>                                                 <C>          <C>
MONEY MARKET FUND
 Issued .........................................    336,167      445,924
 Redeemed .......................................    513,735      453,183

COMMON STOCK FUND
 Issued .........................................     78,247       98,710
 Redeemed .......................................     98,731      120,011

INTERMEDIATE GOVERNMENT SECURITES FUND
 Issued .........................................     13,616       26,463
 Redeemed .......................................     26,688       48,598

BALANCED FUND
 Issued .........................................     26,172       36,728
 Redeemed .......................................     90,190      111,546

HIGH YIELD FUND
 Issued .........................................     16,056       60,596
 Redeemed .......................................      8,900       58,528

AGGRESSIVE STOCK FUND
 Issued .........................................    160,037      143,315
 Redeemed .......................................    110,544      127,626

GLOBAL FUND
 Issued .........................................     94,486      190,670
 Redeemed .......................................     88,914      149,073
</TABLE>

<TABLE>
<CAPTION>
                                                   YEAR ENDED       MAY 2* TO
                                                   DECEMBER 31,    DECEMBER 31,
                                                      1995            1994
                                                   ------------    ------------
<S>                                               <C>              <C>
GROWTH INVESTORS FUND
 Issued .........................................     79,498       38,979
 Redeemed .......................................     23,679        1,546

CONSERVATIVE INVESTORS FUND
 Issued .........................................    113,203       52,576
 Redeemed .......................................     87,995        2,694

GROWTH & INCOME FUND
 Issued .........................................     49,981      110,584
 Redeemed .......................................     20,466        6,069
</TABLE>


- -----------
* Date on which participant contributions were first allocated to the Fund.


                                FSA-8





         
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 301

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1995

5.  Accumulation Unit Values

    Shown below is unit value information for the periods shown.

<TABLE>
<CAPTION>
                                                         MONEY MARKET FUND
                          --------------------------------------------------------------------------------
                                                      YEAR ENDED DECEMBER 31,
                          --------------------------------------------------------------------------------
                            1995    1994    1993    1992    1991    1990    1989    1988    1987    1986
                            ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
<S>                       <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Unit value, beginning
of year ................   $23.32  $22.48  $21.93  $21.29  $20.17  $18.73  $17.23  $16.14  $15.26  $14.41
                           ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Unit value, end of year .  $24.55  $23.32  $22.48  $21.93  $21.29  $20.17  $18.73  $17.23  $16.14  $15.26
                           ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Number of units
 outstanding, end of year
 (000's) ................     850   1,028   1,035   1,301   1,528   1,919   1,708   1,379   1,353   1,092
                           ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
</TABLE>
<TABLE>
<CAPTION>
                                                          COMMON STOCK FUND
                          --------------------------------------------------------------------------------
                                                        YEAR ENDED DECEMBER 31,
                          --------------------------------------------------------------------------------
<S>                       <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                            1995    1994    1993    1992    1991    1990    1989    1988    1987    1986
                            ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
Unit value, beginning
 of year ................  $64.13  $65.89  $52.97  $51.55  $35.87  $40.94  $33.04  $29.88  $28.00  $24.15
                           ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Unit value, end of year .  $84.56  $64.13  $65.89  $52.97  $51.55  $35.87  $40.94  $33.04  $29.88  $28.00
                           ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Number of units
 outstanding, end of year
 (000's) ................     673     694     715     736     790     930     963     978   1,008     983
                           ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
</TABLE>
<TABLE>
<CAPTION>
                                                  INTERMEDIATE GOVERNMENT SECURITES FUND
                          --------------------------------------------------------------------------------
                                                        YEAR ENDED DECEMBER 31,
                          --------------------------------------------------------------------------------
<S>                       <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                            1995    1994    1993    1992    1991    1990    1989    1988    1987    1986
                            ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
Unit value, beginning
 of year ................  $36.13  $37.77  $34.34  $32.73  $28.79  $27.19  $23.63  $22.41  $21.86  $18.45
                           ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Unit value, end of year .  $40.82  $36.13  $37.77  $34.34  $32.73  $28.79  $27.19  $23.63  $22.41  $21.86
                           ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Number of units
 outstanding, end of year
 (000's) ................     153     166     188     184     177     242     223     196     176     179
                           ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
</TABLE>
<TABLE>
<CAPTION>
                                                             BALANCED FUND

- ----------------------------------------------------------------------------------------------------------
                                                        YEAR ENDED DECEMBER 31,
                          --------------------------------------------------------------------------------
                            1995    1994    1993    1992    1991    1990    1989    1988    1987    1986
                            ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
<S>                       <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Unit value, beginning
 of year ................  $47.03  $51.38  $45.92  $47.50  $33.76  $33.91  $27.04  $23.88  $24.57  $21.80
                           ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Unit value, end of year .  $56.07  $47.03  $51.38  $45.92  $47.50  $33.76  $33.91  $27.04  $23.88  $24.57
                           ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
Number of units
 outstanding, end of year
 (000's) ................     617     681     756     827     949   1,217   1,260   1,220   1,258   1,116
                           ======  ======  ======  ======  ======  ======  ======  ======  ======  ======
</TABLE>
                                FSA-9




         
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 301

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1995

<TABLE>
<CAPTION>


                                                            HIGH YIELD FUND
                                ---------------------------------------------------------------------------------
                                                  YEAR ENDED DECEMBER 31,
                                ------------------------------------------------------------    JUNE 2, 1987* TO
                                1995    1994    1993    1992    1991    1990    1989    1988    DECEMBER 31, 1987
                                ----    ----    ----    ----    ----    ----    ----    ----    -----------------
<S>                           <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>
Unit value, beginning of
 year.....................     $18.18  $18.84  $15.40  $13.84  $11.11  $11.67  $11.60  $10.41          $10.01
                               ======  ======  ======  ======  ======  ======  ======  ======          ======
Unit value, end of year...     $21.67  $18.18  $18.84  $15.40  $13.84  $11.11  $11.67  $11.60          $10.41
                               ======  ======  ======  ======  ======  ======  ======  ======          ======
Number of units
 outstanding, end of year
 (000's)..................         87      80      78      53      27      16      18      22               7
                               ======  ======  ======  ======  ======  ======  ======  ======          ======
</TABLE>


<TABLE>
<CAPTION>
                                                         AGGRESSIVE STOCK FUND
                                ---------------------------------------------------------------------------------
                                                  YEAR ENDED DECEMBER 31,
                                ------------------------------------------------------------    JUNE 2, 1987* TO
                                1995    1994    1993    1992    1991    1990    1989    1988    DECEMBER 31, 1987
                                ----    ----    ----    ----    ----    ----    ----    ----    -----------------
<S>                           <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>
Unit value, beginning of
 year......................    $24.95  $26.14  $22.54  $23.43  $13.34  $12.47  $ 8.70  $8.59          $10.13
                               ======  ======  ======  ======  ======  ======  ======  ======          ======
Unit value, end of year....    $32.67  $24.95  $26.14  $22.54  $23.43  $13.34  $12.47  $8.70          $ 8.59
                               ======  ======  ======  ======  ======  ======  ======  ======          ======
Number of units
 outstanding, end of year
 (000's)...................       190    141      125     156     125      48      27      9              16
                               ======  ======  ======  ======  ======  ======  ======  ======          ======
</TABLE>

- ------------
* Date on which participant contributions were first allocated to the Fund.

                                FSA-10




         


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
SEPARATE ACCOUNT NO. 301

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1995

<TABLE>
<CAPTION>


                                                              GLOBAL FUND
                                ---------------------------------------------------------------------------------
                                                  YEAR ENDED DECEMBER 31,
                                ------------------------------------------------------------    JUNE 2, 1987* TO
                                1995    1994    1993    1992    1991    1990    1989    1988    DECEMBER 31, 1987
                                ----    ----    ----    ----    ----    ----    ----    ----    -----------------
<S>                           <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>      <C>
Unit value, beginning of
 year .....................    $19.25  $18.40  $14.01  $14.20  $11.23  $11.97  $9.58   $ 8.58          $10.01
                               ======  ======  ======  ======  ======  ======  ======  ======          ======
Unit value, end of year ...    $22.76  $19.25  $18.40  $14.01  $14.20  $11.23  $11.97  $ 9.58          $ 8.58
                               ======  ======  ======  ======  ======  ======  ======  ======          ======
Number of units
 outstanding end of year
 (000's) ..................       201     195     153      55      42      32      19      12               7
                               ======  ======  ======  ======  ======  ======  ======  ======          ======
</TABLE>


<TABLE>
<CAPTION>
                                                                  GROWTH INVESTORS FUND
                                                        ---------------------------------------
                                                           YEAR ENDED          MAY 2, 1994* to
                                                        DECEMBER 31, 1995     DECEMBER 31, 1994
                                                        -----------------     -----------------
<S>                                                        <C>                   <C>
Unit value, beginning of year ..........................     $ 9.79                $10.00
                                                             ======                ======
Unit value, end of year ................................     $12.23                $ 9.79
                                                             ======                ======
Number of units outstanding, end of year (000's)........         94                    37
                                                             ======                ======









                                                               CONSERVATIVE INVESTORS FUND
                                                        ---------------------------------------
                                                           YEAR ENDED          MAY 2, 1994* TO
                                                        DECEMBER 31, 1995     DECEMBER 31, 1994
                                                        -----------------     -----------------
<S>                                                        <C>                   <C>

Unit value, beginning of year ..........................     $ 9.92                $10.00
                                                             ======                ======
Unit value, end of year ................................     $11.79                $ 9.92
                                                             ======                ======
Number of units outstanding, end of year (000's)........         75                    50
                                                             ======                ======
</TABLE>

<TABLE>
<CAPTION>
                                                                 GROWTH & INCOME FUND
                                                        ---------------------------------------
                                                           YEAR ENDED          MAY 2, 1994* TO
                                                        DECEMBER 31, 1995     DECEMBER 31, 1994
                                                        -----------------     -----------------
<S>                                                        <C>                   <C>

Unit value, beginning of year ..........................     $ 9.92                $10.00
                                                             ======                ======
Unit value, end of year ................................     $12.21                $ 9.92
                                                             ======                ======
Number of units outstanding, end of year (000's)........        134                   105
                                                             ======                ======
</TABLE>

- ------------
* Date on which participant contributions were first allocated to the Fund.

                                FSA-11





         
<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, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1995, 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  loan   impairments   in  1995,  for
postemployment benefits in 1994 and for investment securities in 1993.




PRICE WATERHOUSE LLP
New York, New York
February 7, 1996


                                      F-1



         
<PAGE>




            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>

                                                                                    1995                 1994
                                                                              -----------------    -----------------
                                                                                          (IN MILLIONS)
<S>                                                                           <C>                  <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................   $    15,899.9        $     7,586.0
    Held to maturity, at amortized cost.....................................             -                5,223.0
  Mortgage loans on real estate.............................................         3,638.3              4,018.0
  Equity real estate........................................................         3,916.2              4,446.4
  Policy loans..............................................................         1,976.4              1,731.2
  Other equity investments..................................................           621.1                678.5
  Investment in and loans to affiliates.....................................           636.6                560.2
  Other invested assets.....................................................           706.1                489.3
                                                                              -----------------    -----------------
      Total investments.....................................................        27,394.6             24,732.6
Cash and cash equivalents...................................................           774.7                693.6
Deferred policy acquisition costs...........................................         3,083.3              3,221.1
Amounts due from discontinued GIC Segment...................................         2,097.1              2,108.6
Other assets................................................................         2,713.1              2,078.6
Closed Block assets.........................................................         8,612.8              8,105.5
Separate Accounts assets....................................................        24,566.6             20,469.5
                                                                              -----------------    -----------------

TOTAL ASSETS................................................................   $    69,242.2        $    61,409.5
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................   $    21,752.6        $    21,238.0
Future policy benefits and other policyholders' liabilities.................         4,171.8              3,840.8
Short-term and long-term debt...............................................         1,899.3              1,337.4
Other liabilities...........................................................         3,379.5              2,300.1
Closed Block liabilities....................................................         9,507.2              9,069.5
Separate Accounts liabilities...............................................        24,531.0             20,429.3
                                                                              -----------------    -----------------
      Total liabilities.....................................................        65,241.4             58,215.1
                                                                              -----------------    -----------------

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..............................................         2,913.6              2,913.6
Retained earnings...........................................................           781.6                484.0
Net unrealized investment gains (losses)....................................           338.2               (203.0)
Minimum pension liability...................................................           (35.1)                (2.7)
                                                                              -----------------    -----------------
      Total shareholder's equity............................................         4,000.8              3,194.4
                                                                              -----------------    -----------------

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY..................................   $    69,242.2        $    61,409.5
                                                                              =================    =================

</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, 1995, 1994 AND 1993
<TABLE>
<CAPTION>

                                                                      1995               1994               1993
                                                                -----------------  -----------------  -----------------
                                                                                    (IN MILLIONS)
<S>                                                             <C>                <C>                <C>
REVENUES
Universal life and investment-type product policy fee
  income......................................................   $      771.0       $       715.0      $       644.5
Premiums......................................................          606.8               625.6              599.1
Net investment income.........................................        2,127.7             2,030.9            2,599.3
Investment gains, net.........................................            5.3                91.8              533.4
Commissions, fees and other income............................          886.8               845.4            1,717.2
Contribution from the Closed Block............................          124.4               151.0              128.3
                                                                -----------------  -----------------  -----------------

      Total revenues..........................................        4,522.0             4,459.7            6,221.8
                                                                -----------------  -----------------  -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances..........        1,244.2             1,201.3            1,330.0
Policyholders' benefits.......................................        1,011.3               920.6            1,003.9
Other operating costs and expenses............................        1,856.5             1,943.1            3,584.2
                                                                -----------------  -----------------  -----------------

      Total benefits and other deductions.....................        4,112.0             4,065.0            5,918.1
                                                                -----------------  -----------------  -----------------

Earnings before Federal income taxes and cumulative
  effect of accounting change.................................          410.0               394.7              303.7
Federal income taxes..........................................          112.4               101.2               91.3
                                                                -----------------  -----------------  -----------------
Earnings before cumulative effect of accounting change........          297.6               293.5              212.4
Cumulative effect of accounting change, net of Federal
  income taxes................................................            -                 (27.1)               -
                                                                -----------------  -----------------  -----------------

Net Earnings..................................................   $      297.6       $       266.4      $       212.4
                                                                =================  =================  =================

</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, 1995, 1994 AND 1993
<TABLE>
<CAPTION>

                                                                      1995               1994               1993
                                                                -----------------  -----------------  -----------------
                                                                                    (IN MILLIONS)

<S>                                                             <C>                <C>                <C>
Common stock, at par value, beginning of year.................   $        2.5       $         2.5      $         2.0
Increase in par value.........................................            -                   -                   .5
                                                                -----------------  -----------------  -----------------
Common stock, at par value, end of year.......................            2.5                 2.5                2.5
                                                                -----------------  -----------------  -----------------

Capital in excess of par value, beginning of year.............        2,913.6             2,613.6            2,273.9
Additional capital in excess of par value.....................            -                 300.0              340.2
Increase in par value.........................................            -                   -                  (.5)
                                                                -----------------  -----------------  -----------------
Capital in excess of par value, end of year...................        2,913.6             2,913.6            2,613.6
                                                                -----------------  -----------------  -----------------

Retained earnings, beginning of year..........................          484.0               217.6                5.2
Net earnings..................................................          297.6               266.4              212.4
                                                                -----------------  -----------------  -----------------
Retained earnings, end of year................................          781.6               484.0              217.6
                                                                -----------------  -----------------  -----------------

Net unrealized investment (losses) gains, beginning of year...         (203.0)              131.9               78.8
Change in unrealized investment gains (losses)................          541.2              (334.9)              (9.5)
Effect of adopting new accounting standard....................            -                   -                 62.6
                                                                -----------------  -----------------  -----------------
Net unrealized investment gains (losses), end of year.........          338.2              (203.0)             131.9
                                                                -----------------  -----------------  -----------------

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

TOTAL SHAREHOLDER'S EQUITY, END OF YEAR.......................   $    4,000.8       $     3,194.4      $     2,950.6
                                                                =================  =================  =================
</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, 1995, 1994 AND 1993

<TABLE>
<CAPTION>

                                                                      1995               1994               1993
                                                                -----------------  -----------------  -----------------
                                                                                    (IN MILLIONS)

<S>                                                             <C>                <C>                <C>
Net earnings..................................................   $      297.6       $       266.4      $       212.4
Adjustments to reconcile net earnings to net cash
  provided (used) by operating activities:
  Net change in trading activities and broker-dealer
    related receivables/payables..............................            -                   -             (4,177.8)
  Increase in matched resale agreements.......................            -                   -             (2,900.5)
  Increase in matched repurchase agreements...................            -                   -              2,900.5
  Investment gains, net of dealer and trading gains...........           (5.3)              (91.8)            (160.8)
  Change in amounts due from discontinued GIC Segment.........            -                  57.3               47.8
  General Account policy charges..............................         (769.7)             (711.9)            (623.4)
  Interest credited to policyholders' account balances........        1,244.2             1,201.3            1,330.0
  Changes in Closed Block assets and liabilities, net.........          (69.6)              (95.1)             (73.3)
  Other, net..................................................          627.1                 7.8             (416.1)
                                                                -----------------  -----------------  -----------------

Net cash provided (used) by operating activities..............        1,324.3               634.0           (3,861.2)
                                                                -----------------  -----------------  -----------------

Cash flows from investing activities:
  Maturities and repayments...................................        1,863.1             2,319.7            3,479.6
  Sales.......................................................        8,901.4             5,661.9            7,399.2
  Return of capital from joint ventures and limited
    partnerships..............................................           65.2                39.0              119.5
  Purchases...................................................      (11,675.5)           (7,417.6)         (11,184.2)
  Decrease (increase) in loans to discontinued GIC Segment....        1,226.9               (40.0)            (880.0)
  Cash received on sale of 61% interest in DLJ................            -                   -                346.7
  Other, net..................................................         (625.5)             (371.1)            (317.0)
                                                                -----------------  -----------------  -----------------

Net cash (used) provided by investing activities..............         (244.4)              191.9           (1,036.2)
                                                                -----------------  -----------------  -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits..................................................        2,414.9             2,082.7            2,410.7
    Withdrawals...............................................       (2,692.7)           (2,887.4)          (2,433.5)
  Net (decrease) increase in short-term financings............          (16.4)             (173.0)           4,717.2
  Additions to long-term debt.................................          599.7                51.8               97.7
  Repayments of long-term debt................................          (40.7)             (199.8)             (64.4)
  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..................................................          (48.2)                -                  -
                                                                -----------------  -----------------  -----------------

Net cash (used) provided by financing activities..............         (998.8)             (725.7)           4,727.7
                                                                -----------------  -----------------  -----------------

Change in cash and cash equivalents...........................           81.1               100.2             (169.7)
Cash and cash equivalents, beginning of year..................          693.6               593.4              763.1
                                                                -----------------  -----------------  -----------------

Cash and Cash Equivalents, End of Year........................   $      774.7       $       693.6      $       593.4
                                                                =================  =================  =================

Supplemental cash flow information
  Interest Paid...............................................   $       89.6       $        34.9      $     1,437.2
                                                                =================  =================  =================
  Income Taxes (Refunded) Paid................................   $      (82.7)      $        49.2      $        41.0
                                                                =================  =================  =================
</TABLE>

                 See Notes to Consolidated Financial Statements.
                                      F-5



         
<PAGE>




            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 1)     ORGANIZATION

        The Equitable Life Assurance Society of the United States ("Equitable
        Life") 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, which is comprised of an Individual Insurance and Annuities
        segment and a Group Pension segment is conducted principally by
        Equitable Life and its wholly owned life insurance subsidiary,
        Equitable Variable Life Insurance Company ("EVLICO"). 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 and Jenrette, Inc.
        ("DLJ"), an investment banking and brokerage affiliate. AXA, a French
        holding company for an international group of insurance and related
        financial services companies is the Holding Company's largest
        shareholder, owning approximately 60.6% at December 31, 1995 (63.5%
        assuming conversion of Series E Convertible Preferred Stock held by
        AXA and 54.2% if all securities convertible into, or 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 the Company has control and a majority
        economic interest (collectively, including its consolidated
        subsidiaries, the "Company"). The consolidated statement of earnings
        and cash flow for the year ended December 31, 1993 include the results
        of operations and cash flow of DLJ, an investment banking and
        brokerage affiliate, on a consolidated basis through December 15, 1993
        (see Note 20). Subsequent to that date, DLJ is accounted for on the
        equity basis. The 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).

        Certain reclassifications have been made in the amounts presented for
        prior periods to conform these periods with the 1995 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. 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. If the actual
        contribution from the Closed Block in any given period equals or
        exceeds the expected contribution for such period as determined at the
        establishment of the Closed Block, the expected contribution would be
        recognized in income for that period. Any excess of the actual
        contribution over the expected contribution would also be recognized
        in income to the extent that the aggregate expected contribution for
        all prior periods exceeded the aggregate actual contribution. Any
        remaining excess of actual contribution over expected contributions
        would be accrued in the Closed Block as a liability for future
        dividends to be paid to the Closed Block policyholders. If, over the
        period the policies and contracts in the Closed Block remain in force,
        the actual contribution from the Closed Block is less than the
        expected contribution from the Closed Block, only such actual
        contribution would be recognized in income.

        Discontinued Operations
        -----------------------

        In 1991, the Company's management adopted a plan to discontinue the
        business operations of the GIC Segment, consisting of the Guaranteed
        Interest Contract and Group Non-Participating Wind-Up Annuities 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 Group Non-Participating Wind-Up Annuities.
        Subsequent losses incurred have been charged to the allowance for
        future losses and the premium deficiency reserve. Total allowances are
        based upon management's best judgment and there is no assurance that
        the ultimate losses will not differ.

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

        In the first quarter of 1995, the Company adopted Statement of
        Financial Accounting Standards ("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.


                                      F-7



         
<PAGE>



        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.

        At December 31, 1993, the Company adopted SFAS No. 115, "Accounting
        for Certain Investments in Debt and Equity Securities," which expanded
        the use of fair value accounting for those securities that a company
        does not have positive intent and ability to hold to maturity.
        Implementation of this statement increased consolidated shareholder's
        equity by $62.6 million, net of deferred policy acquisition costs,
        amounts attributable to participating group annuity contracts and
        deferred Federal income tax. Beginning coincident with issuance of
        SFAS No. 115 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
        $126.2 million, net of deferred policy acquisition costs, amounts
        attributable to participating group annuity contracts and deferred
        Federal income tax.

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

        In January 1995, the FASB issued SFAS No. 120, "Accounting and
        Reporting by Mutual Life Insurance Enterprises and by Insurance
        Enterprises for Certain Long-Duration Participating Contracts," which
        permits, but does not require, stock life insurance companies with
        participating life contracts to account for those contracts in
        accordance with Statement of Position No. 95-1, "Accounting for
        Certain Insurance Activities of Mutual Life Insurance Enterprises".
        The Company has decided to retain the existing methodology to account
        for traditional participating policies and, therefore, will not adopt
        this statement.

        In March 1995, the FASB issued SFAS No. 121, "Accounting for the
        Impairment of Long-Lived Assets and for Long-Lived Assets to be
        Disposed Of," which requires that long-lived assets and certain
        identifiable intangibles be reviewed for impairment whenever events or
        changes in circumstances indicate the carrying amount of such assets
        may not be recoverable. The Company will implement this statement as
        of January 1, 1996. The cumulative effect of this accounting change
        will be a charge of $23.4 million, net of a Federal income tax benefit
        of $12.1 million, due to the writedown to fair value of building
        improvements relating to facilities being vacated beginning in 1996.
        The Company currently provides allowances for possible losses for
        other assets under the scope of this statement. Management has not yet
        determined the impact of this statement on assets to be held and used.

        In May 1995, the FASB issued SFAS No. 122, "Accounting for Mortgage
        Servicing Rights," which requires a mortgage banking enterprise to
        recognize rights to service mortgage loans for others as separate
        assets however those servicing rights are acquired. It further
        requires capitalized mortgage servicing rights be assessed for
        impairment based on the fair value of those rights. The Company will
        implement this statement as of January 1, 1996. Implementation of this
        statement will not have a material effect on the Company's
        consolidated financial statements.

        In October 1995, the FASB issued SFAS No. 123, "Accounting for
        Stock-Based Compensation". This statement defines a fair value based
        method of accounting for stock-based employee compensation plans while
        continuing to allow an entity to measure compensation cost for such
        plans using the intrinsic value based method of accounting. Management
        has decided to retain the current compensation cost methodology
        prescribed by Accounting Principles Board Opinion No. 25, "Accounting
        for Stock Issued to Employees".


                                      F-8



         
<PAGE>



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

        Fixed maturities, which the Company has both the ability and the
        intent to hold to maturity, are stated principally at amortized cost.
        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.
        Valuation allowances on real estate held for the production of income
        are computed using the forecasted cash flows of the respective
        properties discounted at a rate equal to the Company's cost of funds;
        valuation allowances on real estate available for sale are computed
        using the lower of current estimated fair value, net of disposition
        costs, or depreciated cost.

        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 are passed through to the contractholders as
        interest credited to policyholders' account balances.

        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, Closed Block, participating group annuity
        contracts and deferred policy acquisition costs related to universal
        life and investment-type products.

                                      F-9



         
<PAGE>



        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 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. Deferred policy acquisition costs are 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, deferred
        policy acquisition costs are amortized over the expected average life
        of the contracts (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 deferred policy acquisition
        costs of revisions to estimated gross profits is reflected in earnings
        in the period such estimated gross profits are revised. The effect on
        the deferred policy acquisition cost 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 traditional life and annuity policies with life contingencies,
        deferred policy acquisition costs are 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
        estimated life of the policy.

        For individual health benefit insurance, deferred policy acquisition
        costs are amortized over the expected average life of the contracts
        (10 years for major medical policies and 20 years for disability
        income products) in proportion to anticipated premium revenue at time
        of issue.

        Policyholders' Account Balances and Future Policy Benefits
        ----------------------------------------------------------

        Policyholders' account balances for universal life and investment-type
        contracts are equal to the policy account values. The policy account
        values represent an accumulation of gross premium payments plus
        credited interest less expense and mortality charges and withdrawals.

                                      F-10



         
<PAGE>



        For traditional life insurance policies, future policy benefit and
        dividend 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, provide 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, deferred policy acquisition costs are 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.

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

        Claim reserves and associated liabilities for individual disability
        income and major medical policies were $639.6 million, $570.6 million
        at December 31, 1995 and 1994, respectively. Incurred benefits
        (benefits paid plus changes in claim reserves) and benefits paid for
        individual disability income and major medical policies are summarized
        as follows:
<TABLE>
<CAPTION>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

<S>                                                         <C>                 <C>                <C>
        Incurred benefits related to current year..........  $       176.0       $      188.6       $      193.1
        Incurred benefits related to prior years...........           67.8               28.7              106.1
                                                            -----------------   ----------------   -----------------
        Total Incurred Benefits............................  $       243.8       $      217.3       $      299.2
                                                            =================   ================   =================

        Benefits paid related to current year..............  $        37.0       $       43.7       $       48.9
        Benefits paid related to prior years...............          137.8              132.3              123.1
                                                            -----------------   ----------------   -----------------
        Total Benefits Paid................................  $       174.8       $      176.0       $      172.0
                                                            =================   ================   =================
</TABLE>

        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 are accrued as
        policyholders' dividends.

        At December 31, 1995, participating policies including those in the
        Closed Block represent approximately 27.2% ($58.4 billion) of directly
        written life insurance in force, net of amounts ceded. Participating
        policies represent primarily all of the premium income as reflected in
        the consolidated statements of earnings and in the results of the
        Closed Block.

                                      F-11



         
<PAGE>



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

        Equitable Life and its life insurance and non-life insurance
        subsidiaries file a consolidated Federal income tax return with the
        Holding Company and its non-life insurance subsidiaries. Current
        Federal income taxes are charged or credited to operations based upon
        amounts estimated to be payable or recoverable as a result of taxable
        operations for the current year. Deferred income tax assets and
        liabilities are recognized based on the difference between financial
        statement carrying amounts and income tax bases of assets and
        liabilities using enacted income tax rates and laws.

        Separate Accounts
        -----------------

        Separate Accounts are established in conformity with the New York
        State Insurance Law and generally are not chargeable with liabilities
        that arise from any other business of the Insurance Group. Separate
        Accounts assets are subject to General Account claims only to the
        extent the value of such assets exceeds the Separate Accounts
        liabilities.

        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 the years ended December 31, 1995,
        1994 and 1993, investment results of such Separate Accounts were
        $1,956.3 million, $676.3 million and $1,676.5 million, respectively.

        Deposits to all 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-12



         
<PAGE>



 3)     INVESTMENTS

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

<TABLE>
<CAPTION>

                                                                        GROSS               GROSS
                                                   AMORTIZED          UNREALIZED         UNREALIZED         ESTIMATED
                                                      COST              GAINS              LOSSES           FAIR VALUE
                                                -----------------  -----------------   ----------------   ---------------
                                                                             (IN MILLIONS)
<S>                                             <C>                <C>                 <C>                <C>
        DECEMBER 31, 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
                                                =================  =================   ================   ===============

        December 31, 1994
        Fixed Maturities:
          Available for Sale:
            Corporate..........................  $     5,663.4      $        34.6       $      368.0       $    5,330.0
            Mortgage-backed....................          686.0                2.9               44.8              644.1
            U.S. Treasury securities and
              U.S. government and
              agency securities................        1,519.3                6.7               71.9            1,454.1
            States and political subdivisions..           23.4                 .1                 .7               22.8
            Foreign governments................           43.8                 .3                4.2               39.9
            Redeemable preferred stock.........          108.4                 .4               13.7               95.1
                                                -----------------  -----------------   ----------------   ---------------
        Total Available for Sale...............  $     8,044.3      $        45.0       $      503.3       $    7,586.0
                                                =================  =================   ================   ===============
          Held to Maturity:
            Corporate..........................  $     4,661.0      $        67.9       $      233.8       $    4,495.1
            U.S. Treasury securities and
              U.S. government and
              agency securities................          428.9                4.6               44.2              389.3
            States and political subdivisions..           63.4                 .9                3.7               60.6
            Foreign governments................           69.7                4.2                2.0               71.9
                                                =================  =================   ================   ===============
        Total Held to Maturity.................  $     5,223.0      $        77.6       $      283.7       $    5,016.9
                                                =================  =================   ================   ===============

        Equity Securities:
          Common stock.........................  $       126.4      $        31.2       $       23.5       $      134.1
                                                =================  =================   ================   ===============
</TABLE>

                                      F-13



         
<PAGE>



        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 that 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, 1995
        and 1994, securities without a readily ascertainable market value
        having an amortized cost of $3,748.9 million and $3,980.4 million,
        respectively, had estimated fair values of $3,981.8 million and
        $3,858.7 million, respectively.

        The contractual maturity of bonds at December 31, 1995 is shown below:

<TABLE>
<CAPTION>

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

<S>                                                                             <C>                <C>
        Due in one year or less................................................  $      357.9       $      360.0
        Due in years two through five..........................................       3,773.1            3,847.1
        Due in years six through ten...........................................       4,709.8            4,821.8
        Due after ten years....................................................       4,497.1            4,898.2
        Mortgage-backed securities.............................................       1,838.0            1,868.0
                                                                                ----------------   -----------------
        Total..................................................................  $   15,175.9       $   15,795.1
                                                                                ================   =================
</TABLE>

        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.

        Investment valuation allowances and changes thereto are shown below:

<TABLE>
<CAPTION>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

<S>                                                         <C>                 <C>                <C>
        Balances, beginning of year........................  $       284.9       $      355.6       $      512.0
        Additions charged to income........................          136.0               51.0               92.8
        Deductions for writedowns and asset dispositions...          (95.6)            (121.7)            (249.2)
                                                            -----------------   ----------------   -----------------
        Balances, End of Year..............................  $       325.3       $      284.9       $      355.6
                                                            =================   ================   =================

        Balances, end of year comprise:
          Mortgage loans on real estate....................  $        65.5       $       64.2       $      144.4
          Equity real estate...............................          259.8              220.7              211.2
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       325.3       $      284.9       $      355.6
                                                            =================   ================   =================
</TABLE>

        Deductions for writedowns and asset dispositions for 1993 include an
        $87.1 million writedown of fixed maturity investments at December 31,
        1993 as a result of adopting a new accounting statement for the
        valuation of these investments that requires specific writedowns
        instead of valuation allowances.

        At December 31, 1995, 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 $37.2
        million of fixed maturities and $84.7 million of mortgage loans on
        real estate.

                                      F-14



         
<PAGE>



        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, 1995, approximately 15.57% of the $15,139.9
        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, based on amortized
        cost, includes $15.9 million and $30.5 million at December 31, 1995
        and 1994, 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 $1.6 million
        and $9.7 million as of December 31, 1995 and 1994, respectively. Gross
        interest income that would have been recorded in accordance with the
        original terms of restructured fixed maturities amounted to $3.0
        million, $7.5 million and $11.7 million in 1995, 1994 and 1993,
        respectively. Gross interest income on these fixed maturities included
        in net investment income aggregated $2.9 million, $6.8 million and
        $9.7 million in 1995, 1994 and 1993, respectively.

        At December 31, 1995 and 1994, 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 $87.7 million (2.4% of total
        mortgage loans on real estate) and $96.9 million (2.3% 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
        $531.5 million and $447.9 million at December 31, 1995 and 1994,
        respectively. These amounts include $3.8 million and $1.0 million of
        problem mortgage loans on real estate at December 31, 1995 and 1994,
        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 $52.1 million, $44.9 million
        and $51.8 million in 1995, 1994 and 1993, respectively. Gross interest
        income on these loans included in net investment income aggregated
        $37.4 million, $32.8 million and $46.0 million in 1995, 1994 and 1993,
        respectively.

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

<TABLE>
<CAPTION>

                                                                                                 December 31, 1995
                                                                                                 -------------------
                                                                                                   (IN MILLIONS)

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

                                      F-15



         
<PAGE>



        Impaired mortgage loans with no provision for losses are loans where
        the fair value of the collateral or the net present value of the loan
        equals or exceeds the recorded investment. Interest income earned on
        loans where the collateral value is used to measure impairment is
        recorded on a cash basis. Interest income on loans where the present
        value method is used to measure impairment is accrued on the net
        carrying value amount of the loan at the interest rate used to
        discount the cash flows. Changes in the present value attributable to
        changes in the amount or timing of expected cash flows are reported as
        investment gains or losses.

        During the year ended December 31, 1995, the Company's average
        recorded investment in impaired mortgage loans was $429.0 million.
        Interest income recognized on these impaired mortgage loans totaled
        $27.9 million for the year ended December 31, 1995, including $13.4
        million recognized on a cash basis.

        At December 31, 1995, investments owned of any one issuer, including
        its affiliates, for which the aggregate carrying values are 10% or
        more of total shareholders' equity, were $508.3 million relating to
        Trammell Crow and affiliates (including holdings of the Closed Block
        and the discontinued GIC Segment). The amount includes restructured
        mortgage loans on real estate with an amortized cost of $152.4
        million. A $294.0 million commercial loan package which was in
        bankruptcy at the beginning of the year was resolved in 1995, with
        part of the package reclassified as restructured and the remainder
        reclassified as equity real estate.

        The Insurance Group's investment in equity real estate is through
        direct ownership and through investments in real estate joint
        ventures. At December 31, 1995 and 1994, the carrying value of equity
        real estate available for sale amounted to $255.5 million and $447.8
        million, respectively. For the years ended December 31, 1995, 1994 and
        1993, respectively, real estate of $35.3 million, $189.8 million and
        $261.8 million was acquired in satisfaction of debt. At December 31,
        1995 and 1994, the Company owned $862.7 million and $1,086.9 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
        $662.4 million and $703.1 million at December 31, 1995 and 1994,
        respectively. Depreciation expense on real estate totaled $121.7
        million, $117.0 million and $115.3 million for the years ended
        December 31, 1995, 1994 and 1993, respectively.

                                      F-16



         
<PAGE>



 4)     JOINT VENTURES AND PARTNERSHIPS

        Summarized combined financial information of real estate joint
        ventures (38 and 47 individual ventures as of December 31, 1995 and
        1994, 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,
                                                                                ------------------------------------
                                                                                     1995                1994
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
<S>                                                                             <C>                <C>
        FINANCIAL POSITION
        Investments in real estate, at depreciated cost........................  $    2,684.1       $    2,786.7
        Investments in securities, generally at estimated fair value...........       2,459.8            3,071.2
        Cash and cash equivalents..............................................         489.1              359.8
        Other assets...........................................................         270.8              398.7
                                                                                ----------------   -----------------
        Total assets...........................................................       5,903.8            6,616.4
                                                                                ----------------   -----------------
        Borrowed funds - third party...........................................       1,782.3            1,759.6
        Borrowed funds - the Company...........................................         220.5              238.0
        Other liabilities......................................................         593.9              987.7
                                                                                ----------------   -----------------
        Total liabilities......................................................       2,596.7            2,985.3
                                                                                ----------------   -----------------
        Partners' Capital......................................................  $    3,307.1       $    3,631.1
                                                                                ================   =================

        Equity in partners' capital included above.............................  $      902.2       $      964.2
        Equity in limited partnership interests not included above.............         212.8              224.6
        Excess (deficit) of equity in partners' capital over investment cost
          and equity earnings..................................................           3.6               (1.8)
        Notes receivable from joint venture....................................           5.3                6.1
                                                                                ----------------   -----------------
        Carrying Value.........................................................  $    1,123.9       $    1,193.1
                                                                                ================   =================
</TABLE>
<TABLE>
<CAPTION>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
<S>                                                         <C>                 <C>                <C>
        STATEMENTS OF EARNINGS
        Revenues of real estate joint ventures.............  $       463.5       $      537.7       $      602.7
        Revenues of other limited partnership interests....          242.3              103.4              319.1
        Interest expense - third party.....................         (135.3)            (114.9)            (118.8)
        Interest expense - the Company.....................          (41.0)             (36.9)             (52.1)
        Other expenses.....................................         (397.7)            (430.9)            (531.7)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       131.8       $       58.4       $      219.2
                                                            =================   ================   =================

        Equity in net earnings included above..............  $        49.1       $       18.9       $       71.6
        Equity in net earnings of limited partnerships
          interests not included above.....................           44.8               25.3               46.3
        Excess of earnings in joint ventures over equity
          ownership percentage and amortization of
          differences in bases.............................             .9                1.8                9.2
        Interest on notes receivable.......................             .1                -                   .5
                                                            -----------------   ----------------   -----------------
        Total Equity in Net Earnings.......................  $        94.9       $       46.0       $      127.6
                                                            =================   ================   =================
</TABLE>

                                      F-17



         
<PAGE>



 5)     NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)

        The sources of net investment income are summarized as follows:
<TABLE>
<CAPTION>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

<S>                                                         <C>                 <C>                <C>
        Fixed maturities...................................  $     1,151.0       $    1,024.5       $      981.7
        Trading account securities.........................            -                  -                709.3
        Securities purchased under resale agreements.......            -                  -                533.8
        Mortgage loans on real estate......................          329.0              384.3              457.4
        Equity real estate.................................          560.4              561.8              539.1
        Other equity investments...........................           76.9               35.7              110.4
        Policy loans.......................................          144.4              122.7              117.0
        Broker-dealer related receivables..................            -                  -                292.2
        Other investment income............................          279.7              336.3              304.9
                                                            -----------------   ----------------   -----------------

          Gross investment income..........................        2,541.4            2,465.3            4,045.8
                                                            -----------------   ----------------   -----------------

        Interest expense to finance short-term trading
          instruments......................................            -                  -                983.4
        Other investment expenses..........................          413.7              434.4              463.1
                                                            -----------------   ----------------   -----------------
          Investment expenses..............................          413.7              434.4            1,446.5
                                                            -----------------   ----------------   -----------------

        Net Investment Income..............................  $     2,127.7       $    2,030.9       $    2,599.3
                                                            =================   ================   =================
</TABLE>

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

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

<S>                                                         <C>                 <C>                <C>
        Fixed maturities...................................  $       119.9       $      (14.1)      $      123.1
        Mortgage loans on real estate......................          (40.2)             (43.1)             (65.1)
        Equity real estate.................................          (86.6)              20.6              (18.5)
        Other equity investments...........................           12.8               76.0              119.5
        Dealer and trading gains...........................            -                  -                372.5
        Sales of newly issued Alliance Units...............            -                 52.4                -
        Other..............................................            (.6)               -                  1.9
                                                            -----------------   ----------------   -----------------
        Investment Gains, Net..............................  $         5.3       $       91.8       $      533.4
                                                            =================   ================   =================
</TABLE>

        Writedowns of fixed maturities amounted to $46.7 million, $30.8
        million and $5.4 million for the years ended December 31, 1995, 1994
        and 1993, respectively.

        For the years ended December 31, 1995 and 1994, respectively, proceeds
        received on sales of fixed maturities classified as available for sale
        amounted to $8,206.0 million and $5,253.9 million. Gross gains of
        $211.4 million and $65.2 million and gross losses of $64.2 million and
        $50.8 million, respectively, were realized on these sales. The change
        in unrealized investment gains (losses) related to fixed maturities
        classified as available for sale for the years ended December 31, 1995
        and 1994 amounted to $1,077.2 million and $(742.2) million,
        respectively.

        Gross gains of $188.5 million and gross losses of $145.0 million were
        realized on sales of investments in fixed maturities held for
        investment and available for sale for the year ended December 31,
        1993.


                                      F-18



         
<PAGE>



        During each of the years ended December 31, 1995 and 1994, one
        security classified as held to maturity was sold and 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 cost 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 shareholders' equity for the
        eleven months ended November 30, 1995 and the year ended December 31,
        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 $307.0 million, offset by deferred policy
        acquisition costs of $73.7 million, amounts attributable to
        participating group annuity contracts of $39.2 million and deferred
        Federal income tax of $67.9 million.

        Investment gains from other equity investments for the year ended
        December 31, 1993, included $79.9 million generated by DLJ's
        involvement in long-term corporate development investments.

        For the years ended December 31, 1995, 1994 and 1993, investment
        results passed through to certain participating group annuity
        contracts as interest credited to policyholders' account balances
        amounted to $131.2 million, $175.8 million and $243.2 million,
        respectively.

        During 1995, Alliance entered into an agreement to acquire the
        business of Cursitor-Eaton Asset Management Company and Cursitor
        Holdings Limited (collectively, "Cursitor") for approximately $141.5
        million consisting of $84.9 million in cash, 1,764,115 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
        transaction, which is expected to be completed during the first
        quarter of 1996, is subject to the receipt of consents, regulatory
        approvals, and certain other closing conditions, including client
        approval of the transfer of Cursitor accounts. Upon completion of this
        transaction, the Company's ownership percentage of Alliance will be
        reduced.

        In 1994, Alliance sold 4.96 million newly issued Alliance Units to
        third parties at prevailing market prices. The sales decreased the
        Company's ownership of Alliance's Units from 63.2% to 59.2%. In
        addition, 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.

        The Company's ownership interest in Alliance will be further reduced
        upon the exercise of options granted to certain Alliance employees. At
        December 31, 1995, Alliance had options outstanding to purchase an
        aggregate of 4.8 million Alliance Units at a price ranging from
        $6.0625 to $22.25 per unit. Options are exercisable at a rate of 20%
        on each of the first five anniversary dates from the date of grant.

        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>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

<S>                                                         <C>                 <C>                <C>
        Balance, beginning of year.........................  $      (203.0)      $      131.9       $       78.8
        Changes in unrealized investment (losses) gains....        1,117.7             (823.8)             (14.1)
        Effect of adopting SFAS No. 115....................            -                  -                283.9
        Changes in unrealized investment (gains)
          losses attributable to:
            Participating group annuity contracts..........          (78.1)              40.8              (36.2)
            Deferred policy acquisition costs..............         (208.4)             269.5             (150.5)
            Deferred Federal income taxes..................         (290.0)             178.6              (30.0)
                                                            -----------------   ----------------   -----------------
        Balance, End of Year...............................  $       338.2       $     (203.0)      $      131.9
                                                            =================   ================   =================
</TABLE>

                                      F-19



         
<PAGE>



<TABLE>
<CAPTION>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
<S>                                                         <C>                 <C>                <C>
        Balance, end of year comprises:
          Unrealized investment (losses) gains on:
            Fixed maturities...............................  $       615.9       $     (461.3)      $      283.9
            Other equity investments.......................           31.1                7.7               75.8
            Other..........................................           31.6               14.5               25.0
                                                            -----------------   ----------------   -----------------
              Total........................................          678.6             (439.1)             384.7
          Amounts of unrealized investment (gains)
            losses attributable to:
              Participating group annuity contracts........          (72.2)               5.9              (34.9)
              Deferred policy acquisition costs............          (89.4)             119.0             (150.5)
              Deferred Federal income taxes................         (178.8)             111.2              (67.4)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       338.2       $     (203.0)      $      131.9
                                                            =================   ================   =================
</TABLE>

 6)     CLOSED BLOCK

        Summarized financial information of the Closed Block follows:

<TABLE>
<CAPTION>

                                                                                          DECEMBER 31,
                                                                              --------------------------------------
                                                                                    1995                 1994
                                                                              -----------------    -----------------
                                                                                          (IN MILLIONS)
<S>                                                                           <C>                  <C>
        Assets
        Fixed Maturities:
          Available for sale, at estimated fair value (amortized cost,
            $3,662.8 and $1,270.3)...........................................  $    3,896.2         $    1,197.0
          Held to maturity, at amortized cost (estimated fair value of
            $1,785.0 in 1994)................................................           -                1,927.8
        Mortgage loans on real estate........................................       1,368.8              1,543.7
        Policy loans.........................................................       1,797.2              1,827.9
        Cash and other invested assets.......................................         440.9                442.5
        Deferred policy acquisition costs....................................         823.6                878.1
        Other assets.........................................................         286.1                288.5
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    8,612.8         $    8,105.5
                                                                              =================    =================

        Liabilities
        Future policy benefits and policyholders' account balances...........  $    9,346.7         $    8,965.3
        Other liabilities....................................................         160.5                104.2
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    9,507.2         $    9,069.5
                                                                              =================    =================
</TABLE>


                                      F-20



         
<PAGE>



<TABLE>
<CAPTION>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
<S>                                                         <C>                 <C>                <C>
        Revenues
        Premiums and other revenue.........................  $       753.4       $       798.1      $      860.2
        Investment income (net of investment
          expenses of $26.7, $19.0 and $17.3)..............          538.9               523.0             526.5
        Investment losses, net.............................          (20.2)              (24.0)            (15.0)
                                                            -----------------   ----------------   -----------------
              Total revenues...............................        1,272.1             1,297.1           1,371.7
                                                            -----------------   ----------------   -----------------

        Benefits and Other Deductions
        Policyholders' benefits and dividends..............        1,085.1             1,075.6           1,141.4
        Other operating costs and expenses.................           62.6                70.5             102.0
                                                            -----------------   ----------------   -----------------
              Total benefits and other deductions..........        1,147.7             1,146.1           1,243.4
                                                            -----------------   ----------------   -----------------

        Contribution from the Closed Block.................  $       124.4       $       151.0      $      128.3
                                                            =================   ================   =================
</TABLE>

        The fixed maturity portfolio, based on amortized cost, includes $4.3
        million and $23.8 million at December 31, 1995 and 1994, respectively,
        of restructured securities which includes problem fixed maturities of
        $1.9 million and $6.4 million, respectively.

        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 a 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 and offset by an increase
        to the deferred dividend liability. Implementation of SFAS No. 115 for
        the valuation of fixed maturities at December 31, 1993 resulted in the
        recognition of a deferred dividend liability of $49.6 million.

        At December 31, 1995 and 1994, problem mortgage loans on real estate
        had an amortized cost of $36.5 million and $27.6 million,
        respectively, and mortgage loans on real estate for which the payment
        terms have been restructured had an amortized cost of $137.7 million
        and $179.2 million, respectively. At December 31, 1995 and 1994, the
        restructured mortgage loans on real estate amount included $8.8
        million and $.7 million, respectively, of problem mortgage loans on
        real estate.

        Valuation allowances amounted to $18.4 million and $46.2 million on
        mortgage loans on real estate and $4.3 million and $2.6 million on
        equity real estate at December 31, 1995 and 1994, respectively.
        Writedowns of fixed maturities amounted to $16.8 million and $15.9
        million and $1.7 million for the years ended December 31, 1995, 1994
        and 1993, respectively.

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


                                      F-21



         
<PAGE>



 7)     DISCONTINUED OPERATIONS

        Summarized financial information of the GIC Segment follows:
<TABLE>
<CAPTION>

                                                                                          DECEMBER 31,
                                                                              --------------------------------------
                                                                                    1995                 1994
                                                                              -----------------    -----------------
                                                                                          (IN MILLIONS)
<S>                                                                           <C>                  <C>
        Assets
        Mortgage loans on real estate........................................  $    1,485.8         $    1,730.5
        Equity real estate...................................................       1,122.1              1,194.8
        Other invested assets................................................         665.2                978.8
        Other assets.........................................................         579.3                529.5
                                                                              -----------------    -----------------
        Total Assets.........................................................  $    3,852.4         $    4,433.6
                                                                              =================    =================

        Liabilities
        Policyholders' liabilities...........................................  $    1,399.8         $    1,924.0
        Allowance for future losses..........................................         164.2                185.6
        Amounts due to continuing operations.................................       2,097.1              2,108.6
        Other liabilities....................................................         191.3                215.4
                                                                              -----------------    -----------------
        Total Liabilities....................................................  $    3,852.4         $    4,433.6
                                                                              =================    =================
</TABLE>
<TABLE>
<CAPTION>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
<S>                                                         <C>                 <C>                <C>
        Revenues
        Investment income (net of investment expenses
          of $143.8, $174.0 and $175.8)....................  $       325.1       $      395.0       $      535.1
        Investment (losses) gains, net.....................          (22.9)              26.8              (22.6)
        Policy fees, premiums and other income.............             .7                 .3                8.7
                                                            -----------------   ----------------   -----------------
        Total revenues.....................................          302.9              422.1              521.2

        Benefits and other deductions......................          328.0              443.8              545.9
                                                            -----------------   ----------------   -----------------
        Losses Charged to Allowance for Future Losses......  $       (25.1)      $      (21.7)      $      (24.7)
                                                            =================   ================   =================
</TABLE>

        In 1991, the Company established a pre-tax provision of $396.7 million
        for the estimated future losses of the GIC Segment. At December 31,
        1993, implementation of SFAS No. 115 for the valuation of fixed
        maturities resulted in a benefit of $13.1 million, offset by a
        corresponding addition to the allowance for future losses.

        The amounts due to continuing operations at December 31, 1994
        consisted of $3,324.0 million borrowed by the GIC Segment from
        continuing operations, offset by $1,215.4 million representing an
        obligation of continuing operations to provide assets to fund the
        accumulated deficit of the GIC Segment. In January 1995, continuing
        operations transferred $1,215.4 million in cash to the GIC Segment in
        settlement of its obligation. 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, 1995, consisted of $2,097.1 million borrowed by the
        discontinued GIC Segment.


                                      F-22



         
<PAGE>



        Investment income included $88.2 million and $97.7 million of interest
        income for the years ended December 31, 1994 and 1993, respectively,
        on amounts due from continuing operations. Benefits and other
        deductions includes $154.6 million, $219.7 million and $197.1 million
        of interest expense related to amounts borrowed from continuing
        operations in 1995, 1994 and 1993, respectively.

        Valuation allowances amounted to $19.2 million and $50.2 million on
        mortgage loans on real estate and $77.9 million and $74.7 million on
        equity real estate at December 31, 1995 and 1994, respectively.
        Writedowns of fixed maturities amounted to $8.1 million, $17.8 million
        and $1.1 million for the years ended December 31, 1995, 1994 and 1993,
        respectively.

        The fixed maturity portfolio, based on amortized cost, includes $15.1
        million and $43.3 million at December 31, 1995 and 1994, respectively,
        of restructured securities. These amounts include problem fixed
        maturities of $6.1 million and $9.7 million at December 31, 1995 and
        1994, respectively.

        At December 31, 1995 and 1994, problem mortgage loans on real estate
        had amortized costs of $35.4 million and $14.9 million, respectively,
        and mortgage loans on real estate for which the payment terms have
        been restructured had amortized costs of $289.3 million and $371.2
        million, respectively.

        At December 31, 1995 and 1994, the GIC Segment had $310.9 million and
        $312.2 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,
                                                                              --------------------------------------
                                                                                    1995                 1994
                                                                              -----------------    -----------------
                                                                                          (IN MILLIONS)

<S>                                                                           <C>                  <C>
        Short-term debt......................................................  $        -           $       20.0
                                                                              -----------------    -----------------
        Long-term debt:
        Equitable Life:
          Surplus notes, 6.95%, scheduled to mature 2005.....................         399.3                  -
          Surplus notes, 7.70%, scheduled to mature 2015.....................         199.6                  -
          Eurodollar notes, 10.375% due 1995.................................           -                   34.6
          Eurodollar notes, 10.5% due 1997...................................          76.2                 76.2
          Zero coupon note, 11.25% due 1997..................................         120.1                107.8
          Other..............................................................          16.3                 14.3
                                                                              -----------------    -----------------
              Total Equitable Life...........................................         811.5                232.9
                                                                              -----------------    -----------------
        Wholly Owned and Joint Venture Real Estate:
          Mortgage notes, 4.98% - 12.75% due through 2019....................       1,084.4              1,080.6
                                                                              -----------------    -----------------
        Alliance:
          Other..............................................................           3.4                  3.9
                                                                              -----------------    -----------------
        Total long-term debt.................................................       1,899.3              1,317.4
                                                                              -----------------    -----------------

        Total Short-term and Long-term Debt..................................  $    1,899.3         $    1,337.4
                                                                              =================    =================
</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, 1995 range from 5.8% (the London Interbank Offering Rate
        plus 22.5 basis points) to 8.5% (the prime rate). There were no
        borrowings outstanding under this bank credit facility at December 31,
        1995.

                                      F-23



         
<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, 1995.

        In 1994, Alliance established a $100.0 million revolving credit
        facility with several banks. On March 31, 1997, the revolving credit
        facility converts into a term loan payable in quarterly installments
        through March 31, 1999. Outstanding borrowings generally bear interest
        at the Eurodollar rate plus .875% per annum through March 31, 1997 and
        at the Eurodollar rate plus 1.125% per annum after conversion through
        March 31, 1999. In addition, a quarterly commitment fee of .25% per
        annum is paid on the average daily unused amount. At December 31,
        1995, there were no amounts outstanding under the facility.

        In 1994, Alliance also established a $100.0 million commercial paper
        program and entered into a three-year $100.0 million revolving credit
        facility with a group of commercial banks to support commercial paper
        to be issued under the program and for general corporate purposes.
        Amounts outstanding under the facility bear interest at an annual rate
        ranging from the Eurodollar rate plus .225% to the Eurodollar rate
        plus .2875%. A fee of .125% per annum is paid quarterly on the entire
        facility. At December 31, 1995, Alliance had not issued any commercial
        paper and there were no amounts outstanding under the revolving credit
        facility.

        During 1994, EREIM established two bank lines of credit totaling $30.0
        million of which $20.0 million was outstanding at December 31, 1994.

        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. 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 $1.1 million at December
        31, 1995. Payments of interest on or principal of the surplus notes
        are subject to prior approval by the New York Insurance Department.

        The Company has pledged real estate, mortgage loans, cash and
        securities amounting to $1,629.7 million and $1,744.4 million at
        December 31, 1995 and 1994, respectively, as collateral for certain
        long-term debt.

        At December 31, 1995, aggregate maturities of the long-term debt based
        on required principal payments at maturity for 1996 and the succeeding
        four years are $124.0 million, $466.6 million, $309.5 million, $15.8
        million, respectively, and $1,015.0 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>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
<S>                                                         <C>                 <C>                <C>
        Federal income tax expense (benefit):
          Current..........................................  $       (11.7)      $        4.0       $      115.8
          Deferred.........................................          124.1               97.2              (24.5)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       112.4       $      101.2       $       91.3
                                                            =================   ================   =================
</TABLE>

                                      F-24



         
<PAGE>



        The Federal income taxes attributable to consolidated operations are
        different from the amounts determined by multiplying the earnings
        before Federal income taxes and cumulative effect of accounting change
        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>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

<S>                                                         <C>                 <C>                <C>
        Expected Federal income tax expense................  $       143.5       $      138.1       $      106.3
        Differential earnings amount.......................            -                (16.8)             (23.2)
        Adjustment of tax audit reserves...................            4.1               (4.6)              22.9
        Tax rate adjustment................................            -                  -                 (5.0)
        Other..............................................          (35.2)             (15.5)              (9.7)
                                                            -----------------   ---------------    -----------------
        Federal Income Tax Expense.........................  $       112.4       $      101.2       $       91.3
                                                            =================   ================   =================
</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 is no longer 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 and 1993.

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

<TABLE>
<CAPTION>

                                                       DECEMBER 31, 1995                  December 31, 1994
                                                ---------------------------------  ---------------------------------
                                                    ASSETS         LIABILITIES         Assets         Liabilities
                                                ---------------  ----------------  ---------------   ---------------
                                                                           (IN MILLIONS)
<S>                                             <C>              <C>               <C>               <C>
        Deferred policy acquisition costs,
          reserves and reinsurance.............  $       -        $      303.2      $        -        $     220.3
        Investments............................          -               326.9               -               18.7
        Compensation and related benefits......        293.0               -               307.3              -
        Other..................................          -                32.3               -                5.8
                                                ---------------  ----------------  ---------------   ---------------
        Total..................................  $     293.0      $      662.4      $      307.3      $     244.8
                                                ===============  ================  ===============   ===============
</TABLE>

        The deferred Federal income tax expense (benefit) 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>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
<S>                                                         <C>                 <C>                <C>
        Deferred policy acquisition costs, reserves
          and reinsurance..................................  $        55.1       $       13.0       $      (46.7)
        Investments........................................           13.0               89.3               60.4
        Compensation and related benefits..................           30.8               10.0              (50.1)
        Other..............................................           25.2              (15.1)              11.9
                                                            -----------------   ----------------   -----------------
        Deferred Federal Income Tax Expense (Benefit)......  $       124.1       $       97.2       $      (24.5)
                                                            =================   ================   =================
</TABLE>

                                      F-25



         
<PAGE>



        The Internal Revenue Service completed its audit of the Company's
        Federal income tax returns for the years 1984 through 1988. There was
        no material effect on the Company's consolidated 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>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

<S>                                                         <C>                 <C>                <C>
        Direct premiums....................................  $       474.2       $      476.7       $      458.8
        Reinsurance assumed................................          171.3              180.5              169.9
        Reinsurance ceded..................................          (38.7)             (31.6)             (29.6)
                                                            -----------------   ----------------   -----------------
        Premiums...........................................  $       606.8       $      625.6       $      599.1
                                                            =================   ================   =================

        Universal Life and Investment-type Product
          Policy Fee Income Ceded..........................  $        38.9       $       27.5       $       33.7
                                                            =================   ================   =================
        Policyholders' Benefits Ceded......................  $        48.2       $       20.7       $       72.3
                                                            =================   ================   =================
        Interest Credited to Policyholders' Account
          Balances Ceded...................................  $        28.5       $       25.4       $       24.1
                                                            =================   ================   =================
</TABLE>

        In February 1993, management established a practice limiting the risk
        retention on new policies issued by the Insurance Group to a maximum
        of $5.0 million. In addition, effective January 1, 1994, all in force
        business above $5.0 million was reinsured. The Insurance Group also
        reinsures the entire risk on certain substandard underwriting risks as
        well as in certain other cases.

        The Insurance Group cedes 100% of its group life and health business
        to a third party insurance company. Premiums ceded totaled $260.6
        million, $241.0 million and $895.1 million for the years ended
        December 31, 1995, 1994 and 1993, respectively. Ceded death and
        disability benefits totaled $188.1 million, $235.5 million and $787.8
        million for the years ended December 31, 1995, 1994 and 1993,
        respectively. Insurance liabilities ceded totaled $724.2 million and
        $833.4 million at December 31, 1995 and 1994, 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 and 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. 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 (credit) cost for the qualified and
        non-qualified plans are as follows:

<TABLE>
<CAPTION>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

<S>                                                         <C>                 <C>                <C>
        Service cost.......................................  $        30.0       $       30.3       $       29.8
        Interest cost on projected benefit obligations.....          122.0              111.0              108.0
        Actual return on assets............................         (309.2)              24.4             (178.6)
        Net amortization and deferrals.....................          155.6             (142.5)              55.3
                                                            -----------------   ----------------   -----------------
        Net Periodic Pension (Credit) Cost.................  $        (1.6)      $       23.2       $       14.5
                                                            =================   ================   =================
</TABLE>

                                      F-26



         
<PAGE>



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

<TABLE>
<CAPTION>

                                                                                           DECEMBER 31,
                                                                                ------------------------------------
                                                                                     1995                1994
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
<S>                                                                             <C>                <C>
        Actuarial present value of obligations:
          Vested...............................................................  $    1,642.4       $    1,295.5
          Non-vested...........................................................          10.9                8.7
                                                                                ---------------    -----------------
        Accumulated Benefit Obligation.........................................  $    1,653.3       $    1,304.2
                                                                                ================   =================

        Plan assets at fair value..............................................  $    1,503.8       $    1,193.5
        Projected benefit obligation...........................................       1,743.0            1,403.4
                                                                                ----------------   -----------------
        Projected benefit obligation in excess of plan assets..................        (239.2)            (209.9)
        Unrecognized prior service cost........................................         (25.5)             (33.2)
        Unrecognized net loss from past experience different from that
          assumed..............................................................         368.2              298.9
        Unrecognized net asset at transition...................................          (7.3)             (20.8)
        Additional minimum liability...........................................         (51.9)             (37.8)
                                                                                ----------------   -----------------
        Prepaid (Accrued) Pension Cost.........................................  $       44.3       $       (2.8)
                                                                                ================   =================
</TABLE>

        The discount rate and rate of increase in future compensation levels
        used in determining the actuarial present value of projected benefit
        obligations were 7.25% and 4.50%, respectively, at December 31, 1995
        and 8.75% and 4.88%, respectively, at December 31, 1994. As of January
        1, 1995 and 1994, the expected long-term rate of return on assets for
        the retirement plan was 11% and 10%, respectively.

        The Company recorded, as a reduction of shareholder's equity, an
        additional minimum pension liability of $35.1 million and $2.7
        million, net of Federal income taxes, at December 31, 1995 and 1994,
        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.

        As of December 31, 1993, the Company changed the method of determining
        the market-related value of plan assets from fair value to a
        calculated value. This change in estimate had no material effect on
        the Company's consolidated statements of earnings.

        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 $36.4 million, $38.1 million and $39.9 million for the
        years ended December 31, 1995, 1994 and 1993, 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 the
        years ended December 31, 1995, 1994 and 1993, the Company made
        estimated postretirement benefits payments of $31.1 million, $29.8
        million and $29.7 million, respectively.

                                      F-27



         
<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>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

<S>                                                         <C>                 <C>                <C>
        Service cost.......................................  $         4.0       $        3.9       $        5.3
        Interest cost on accumulated postretirement
          benefits obligation..............................           34.7               28.6               29.2
        Unrecognized prior service cost....................           (2.3)              (3.9)              (6.9)
        Net amortization and deferrals.....................            -                  -                  1.5
                                                            -----------------   ----------------   -----------------
        Net Periodic Postretirement Benefits Costs.........  $        36.4       $       28.6       $       29.1
                                                            =================   ================   =================

</TABLE>
<TABLE>
<CAPTION>

                                                                                           DECEMBER 31,
                                                                                ------------------------------------
                                                                                     1995                1994
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
<S>                                                                             <C>                <C>
        Accumulated postretirement benefits obligation:
          Retirees.............................................................  $      391.8       $      300.4
          Fully eligible active plan participants..............................          50.4               33.0
          Other active plan participants.......................................          64.2               44.0
                                                                                ----------------   -----------------
                                                                                        506.4              377.4
        Unrecognized benefit of plan amendments................................           -                  3.2
        Unrecognized prior service cost........................................          56.3               61.9
        Unrecognized net loss from past experience different from that
          assumed and from changes in assumptions..............................        (181.3)             (64.7)
                                                                                ----------------   -----------------
        Accrued Postretirement Benefits Cost...................................  $      381.4       $      377.8
                                                                                ================   =================
</TABLE>

        In 1993, the Company amended the cost sharing provisions of
        postretirement medical benefits. 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 10% in 1995,
        gradually declining to 3.5% in the year 2008 and in 1994 was 10%,
        gradually declining to 5% in the year 2004. The discount rate used in
        determining the accumulated postretirement benefits obligation was
        7.25% and 8.75% at December 31, 1995 and 1994, respectively.

        If the health care cost trend rate assumptions were increased by 1%,
        the accumulated postretirement benefits obligation as of December 31,
        1995 would be increased 6.5%. The effect of this change on the sum of
        the service cost and interest cost would be an increase of 6.7%.

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 except for hedging transactions related to
        insurance liabilities. The notional amount of matched interest rate
        swaps outstanding at December 31, 1995 was $1,120.8 million. The
        average unexpired terms at December 31, 1995 range from 2.5 to 3.0
        years. At December 31, 1995, the cost of terminating outstanding
        matched swaps in a loss position was $15.9 million and the unrealized
        gain on

                                  F-28



         
<PAGE>



        outstanding matched swaps in a gain position was $19.0 million. The
        Company has no intention of terminating these contracts prior to
        maturity. During 1995, 1994 and 1993, net gains (losses) of $1.4
        million, $(.2) million and $-0- million, respectively, were recorded
        in connection with 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, 1995 of contracts
        purchased and sold were $2,625.0 million and $300.0 million,
        respectively. The net premium paid by Equitable Life on these
        contracts was $12.5 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 derivatives is by its
        nature trading activities which are primarily for the purpose of
        customer accommodations. DLJ's derivative activities consist 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, 1995 and 1994.

        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 investment contracts are measured at the estimated fair
        value of the underlying assets. Deposit administration contracts
        (included with group annuity contracts) classified as insurance
        contracts are measured at 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-29



         
<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,
                                                --------------------------------------------------------------------
                                                              1995                               1994
                                                ---------------------------------  ---------------------------------
                                                   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..........  $    3,638.3     $     3,973.6     $     4,018.0     $    3,919.4
        Other joint ventures...................         492.7             492.7             544.4            544.4
        Policy loans...........................       1,976.4           2,057.5           1,731.2          1,676.6
        Policyholders' account balances:
          Association plans....................         101.0             100.0             141.0            141.0
          Group annuity contracts..............       2,335.0           2,395.0           2,450.0          2,469.0
          SPDA.................................       1,265.8           1,272.0           1,744.3          1,732.7
          Annuities certain and SCNILC.........         649.1             680.7             599.1            624.7
        Long-term debt.........................       1,899.3           1,962.9           1,317.4          1,249.2

        Closed Block Financial Instruments:
        -----------------------------------
        Mortgage loans on real estate..........       1,368.8           1,461.4           1,543.7          1,477.8
        Other equity investments...............         151.6             151.6             179.5            179.5
        Policy loans...........................       1,797.2           1,891.4           1,827.9          1,721.9
        SCNILC liability.......................          34.8              34.5              39.5             37.0

        GIC Segment Financial Instruments:
        ----------------------------------
        Mortgage loans on real estate..........       1,485.8           1,666.1           1,730.5          1,743.7
        Fixed maturities.......................         107.4             107.4             219.3            219.3
        Other equity investments...............         455.9             455.9             591.8            591.8
        Guaranteed interest contracts..........         329.0             352.0             835.0            855.0
        Long-term debt.........................         135.1             136.0             134.8            127.9
</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
        liquidity advances to cover delinquent principal and interest and
        property protection expenses with respect to loan servicing agreements
        for securitized mortgage loans which at December 31, 1995 totaled $2.8
        billion (as of December 31, 1995, $4.0 million have been advanced
        under these commitments); to make capital contributions of up to
        $246.7 million to affiliated real estate joint ventures; to provide
        equity financing to certain limited partnerships of $129.4 million at
        December 31, 1995, under existing loan or loan commitment agreements;
        and to provide short-term financing loans which at December 31, 1995
        totaled $45.8 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, 1995, the Insurance Group had $29.0 million of letters
        of credit outstanding.

                                      F-30



         
<PAGE>



14)     LITIGATION

        A number of lawsuits have 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 and its insurance subsidiaries, 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 and its insurance subsidiaries of the type referred to
        in this paragraph are the litigations described in the following two
        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 insurance 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 has 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. That motion is awaiting decision by the court. 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. These new
        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.
        Although the outcome of any litigation cannot be predicted with
        certainty, particularly in the early stages of an action, Equitable
        Life's management believes that the ultimate resolution of those
        litigations should not have a material adverse effect on the financial
        position of the Company. Due to the early stage of such litigation,
        Equitable Life's management cannot make an estimate of loss, if any,
        or predict whether or not such litigation 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, The Equitable of Colorado, Inc. ("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. Equitable Life and EOC
        intend to defend vigorously and believe that they have meritorious
        defenses which, if successful, would dispose of the action completely.
        Equitable Life and EOC further do not believe that this case is an
        appropriate class action. Although the outcome of any litigation
        cannot be predicted with certainty, particularly in the early stages
        of an action, Equitable Life's management believes that the ultimate

                                      F-31



         
<PAGE>



        resolution of this litigation should not have a material adverse
        effect on the financial position of the Company. Due to the early
        stage of such litigation, the Company's management cannot make an
        estimate of loss, if any, or predict whether or not such litigation
        will have a material adverse effect on the Company's results of
        operations in any particular period.

        Equitable Casualty Insurance Company ("Casualty"), a captive property
        and casualty insurance company organized under the laws of Vermont,
        which is an indirect wholly owned subsidiary of Equitable Life, is a
        party to an arbitration proceeding that commenced in August 1995 with
        the selection of three arbitrators. The arbitration will resolve a
        dispute among Casualty, Houston General Insurance Company ("Houston
        General"), and GEICO General Insurance Company ("GEICO General")
        regarding the interpretation of a reinsurance agreement that was
        entered into as part of a 1980 transaction whereby Equitable General
        Insurance Company ("Equitable General"), formerly an indirect
        subsidiary of Equitable Life and the predecessor of GEICO General,
        sold its commercial lines business along with the stock of Houston
        General to subsidiaries of Tokio Marine & Fire Insurance Company, Ltd.
        ("Tokio Marine"). Casualty and GEICO General maintain that, under the
        reinsurance agreement, Houston General assumed liability for all
        losses insured under commercial lines policies written by Equitable
        General and its predecessors in order to effect the transfer of that
        business to Tokio Marine's subsidiaries. Houston General contends that
        it did not assume reinsurance liability for losses insured under
        certain of those commercial lines policies. The arbitration panel
        determined to begin hearing evidence in the arbitration in June 1996.
        The result of the arbitration is expected to resolve two litigations
        that were commenced by Houston General and that have been stayed by
        the presiding courts pending the completion of the arbitration (in one
        case, Houston General named as a defendant only GEICO General but
        Casualty intervened as a defendant with GEICO General, and in the
        other case, Houston General named GEICO General and Equitable Life).
        The arbitration is expected to be completed during the second half of
        1996. While the ultimate outcome of the arbitration cannot be
        predicted with certainty, the Company's management believes that the
        arbitrators will recognize that Houston General's position is without
        merit and contrary to the way in which the reinsurance industry
        operates and therefore the ultimate resolution of this matter should
        not have a material adverse effect on the Company's financial position
        or results of operations.

        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. A similar complaint was filed on November 7,
        1995 and was subsequently consolidated with the Complaint. 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 were not permitted by the Funds' 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, 1995, the
        defendants jointly filed a motion to dismiss the Complaint which has
        not yet been decided by the Court. Alliance believes that the
        allegations in the Complaint are without merit and intends to
        vigorously defend against these claims. While the ultimate results of
        this action cannot be determined, management of Alliance does not
        expect that this action will have a material adverse effect on
        Alliance's business.

        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"), a wholly owned
        subsidiary of DLJ, 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 (the
        "Units") issued by Rickel in October 1994. The complaint alleges
        violations of Federal securities laws and common law fraud against
        DLJSC, as the underwriter of

                                      F-32



         
<PAGE>



        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 or
        predict whether or not such litigation will have a material adverse
        effect on DLJ's results of operations in any particular period.

        On June 12, 1995, a purported purchaser of certain securities issued
        by Spectravision, Inc. ("Spectravision") filed a class action
        complaint against DLJSC and certain other defendants for unspecified
        damages in the U.S. District Court for the Northern District of Texas.
        The suit was brought on behalf of the purchasers of $260,795,000 of
        securities issued by Spectravision in November 1992, and alleges
        violations of the Federal securities laws and the Texas Securities
        Act, common law fraud and negligent misrepresentation. The securities
        were issued by Spectravision pursuant to a prepackaged bankruptcy
        reorganization plan. DLJSC served as financial advisor to
        Spectravision in its reorganization and as Dealer Manager for
        Spectravision's 1992 issuance of the securities. DLJSC is also being
        sued as a seller of certain notes of Spectravision acquired and resold
        by DLJSC. The complaint seeks to hold DLJSC liable for various alleged
        misstatements and omissions contained in prospectuses and other
        materials issued between July 1992 and June 1994. DLJSC intends to
        defend itself vigorously against all of the allegations contained in
        the complaint. On June 8, 1995, Spectravision filed a Chapter 11
        petition in the United States Bankruptcy Court for the District of
        Delaware. On January 5, 1996, the district court in the litigation
        involving DLJSC ordered a partial stay of discovery until
        Spectravision has emerged from bankruptcy or six months from the date
        of the stipulated stay (whichever comes first). Accordingly, discovery
        of DLJSC has not yet occurred. 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 information currently
        available to it, DLJ's management cannot make an estimate of loss or
        predict whether or not such litigation will have a material adverse
        effect on DLJ's results of operations in any particular period.
        Plaintiff's counsel in the class action against DLJSC described above
        has also filed another securities class action based on similar
        factual allegations. Such suit names as defendants Spectravision and
        its directors, and was brought on behalf of a class of purchasers of
        $209.0 million of stock and $77.0 million of notes issued by
        Spectravision in October 1993. DLJSC served as the managing
        underwriter for both of these issuances. DLJSC has not been named as a
        defendant in this suit, although it has been reported to DLJSC that
        plaintiff's counsel is contemplating seeking to amend the complaint to
        add DLJSC as a defendant in that action.

        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

                                      F-33



         
<PAGE>



        Court action has subsequently been removed to the Bankruptcy Court,
        which removal is being opposed by the plaintiff. 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 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 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 1996 and the succeeding four years are $114.8 million,
        $101.8 million, $90.0 million, $73.6 million, $57.7 million and $487.0
        million thereafter. Minimum future sublease rental income on these
        noncancelable leases for 1996 and the succeeding four years are $11.0
        million, $8.7 million, $6.9 million, $4.6 million, $2.9 million and
        $1.1 million thereafter.

        At December 31, 1995, the minimum future rental income on
        noncancelable operating leases for wholly owned investments in real
        estate for 1996 and the succeeding four years are $292.9 million,
        $271.2 million, $248.1 million, $226.4 million, $195.5 million and
        $1,018.8 million thereafter.

                                      F-34



         
<PAGE>



16)     OTHER OPERATING COSTS AND EXPENSES

        Other operating costs and expenses consisted of the following:

<TABLE>
<CAPTION>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

<S>                                                         <C>                 <C>                <C>
        Compensation costs.................................  $       595.9       $      690.0       $    1,452.3
        Commissions........................................          314.3              313.0              551.1
        Short-term debt interest expense...................           11.4               19.0              317.1
        Long-term debt interest expense....................          108.1               98.3               86.0
        Amortization of policy acquisition costs...........          320.4              318.1              275.9
        Capitalization of policy acquisition costs.........         (391.0)            (410.9)            (397.8)
        Rent expense, net of sub-lease income..............          124.8              128.9              159.5
        Other..............................................          772.6              786.7            1,140.1
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     1,856.5       $    1,943.1       $    3,584.2
                                                            =================   ================   =================
</TABLE>

        During the years ended December 31, 1995, 1994 and 1993, the Company
        restructured certain operations in connection with cost reduction
        programs and recorded pre-tax provisions of $32.0 million, $20.4
        million and $96.4 million, respectively. The amounts paid during 1995,
        associated with the 1995 and 1994 cost reduction programs, totaled
        $24.0 million. At December 31, 1995, the liabilities associated with
        the 1995 and 1994 cost reduction programs amounted to $37.8 million.
        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. The 1993 cost reduction
        program primarily reflected severance benefits of terminated employees
        in connection with the combination of a wholly owned subsidiary of the
        Company with Alliance.

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 New York
        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 the years ended December 31,
        1995, 1994 and 1993, statutory (loss) earnings totaled $(352.4)
        million, $67.5 million and $324.0 million, respectively. No amounts
        are expected to be available for dividends from Equitable Life to the
        Holding Company in 1996.

        At December 31, 1995, the Insurance  Group,  in accordance  with various
        government  and state  regulations,  had  $18.9  million  of  securities
        deposited with such government or state agencies.

                                      F-35



         
<PAGE>



        Accounting practices used to prepare statutory financial statements
        for regulatory filings of stock life insurance companies differ in
        certain instances from GAAP. 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 New York Insurance Department with net earnings and
        equity on a GAAP basis.

<TABLE>
<CAPTION>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

<S>                                                         <C>                 <C>                <C>
        Net change in statutory surplus and capital stock..  $        78.1       $      292.4       $      190.8
        Change in asset valuation reserves.................          365.7             (285.2)             639.1
                                                            -----------------   ----------------   -----------------
        Net change in statutory surplus, capital stock
          and asset valuation reserves.....................          443.8                7.2              829.9
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................          (67.9)             (11.0)            (171.0)
          Deferred policy acquisition costs................           70.6               92.8              121.8
          Deferred Federal income taxes....................         (150.0)             (59.7)             (57.5)
          Valuation of investments.........................          189.1               45.2              202.3
          Valuation of investment subsidiary...............         (188.6)             396.6             (464.9)
          Limited risk reinsurance.........................          416.9               74.9               85.2
          Issuance of surplus notes........................         (538.9)               -                  -
          Sale of subsidiary and joint venture.............            -                  -               (366.5)
          Contribution from the Holding Company............            -               (300.0)               -
          Postretirement benefits..........................          (26.7)              17.1               23.8
          Other, net.......................................          115.1              (44.0)              60.3
          GAAP adjustments of Closed Block.................           (3.1)               4.5              (16.0)
          GAAP adjustments of discontinued GIC
            Segment........................................           37.3               42.8              (35.0)
                                                            -----------------   ----------------   -----------------
        Net Earnings.......................................  $       297.6       $      266.4       $      212.4
                                                            =================   ================   =================
</TABLE>
<TABLE>
<CAPTION>

                                                                                 DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)

<S>                                                         <C>                 <C>                <C>
        Statutory surplus and capital stock................  $     2,202.9       $    2,124.8       $    1,832.4
        Asset valuation reserves...........................        1,345.9              980.2            1,265.4
                                                            -----------------   ----------------   -----------------
        Statutory surplus, capital stock and asset
          valuation reserves...............................        3,548.8            3,105.0            3,097.8
        Adjustments:
          Future policy benefits and policyholders'
            account balances...............................       (1,017.4)            (949.5)            (938.5)
          Deferred policy acquisition costs................        3,083.3            3,221.1            2,858.8
          Deferred Federal income taxes....................         (450.8)             (26.8)            (137.8)
          Valuation of investments.........................          417.7             (794.1)             (29.8)
          Valuation of investment subsidiary...............         (665.1)            (476.5)            (873.1)
          Limited risk reinsurance.........................         (429.0)            (845.9)            (920.8)
          Issuance of surplus notes........................         (538.9)               -                  -
          Postretirement benefits..........................         (343.3)            (316.6)            (333.7)
          Other, net.......................................            4.4              (79.2)             (81.9)
          GAAP adjustments of Closed Block.................          575.7              578.8              574.2
          GAAP adjustments of discontinued GIC
            Segment........................................         (184.6)            (221.9)            (264.6)
                                                            -----------------   ----------------   -----------------
        Total Shareholder's Equity.........................  $     4,000.8       $    3,194.4       $    2,950.6
                                                            =================   ================   =================
</TABLE>

                                      F-36



         
<PAGE>



18)     BUSINESS SEGMENT INFORMATION

        The Company has three major business segments: Individual Insurance
        and Annuities; Investment Services and Group Pension.
        Consolidation/elimination principally includes debt not specific to
        any business segment. Attributed Insurance Capital represents net
        assets and related revenues and earnings of the Insurance Group not
        assigned to the insurance segments. Interest expense related to debt
        not specific to any business segment is presented within Corporate
        interest expense. Information for all periods is presented on a
        comparable basis.

        The Individual Insurance and Annuities segment offers a variety of
        traditional, variable and interest-sensitive life insurance products,
        disability income, annuity products and mutual fund and other
        investment products to individuals and small groups. This segment
        includes Separate Accounts for certain individual insurance and
        annuity products.

        The Investment Services segment provides investment fund management,
        primarily to institutional clients. This segment includes Separate
        Accounts which provide various investment options for group clients
        through pooled or single group accounts.

        Intersegment investment advisory and other fees of approximately
        $124.1 million, $135.3 million and $128.6 million for 1995, 1994 and
        1993, respectively, are included in total revenues of the Investment
        Services segment. These fees, excluding amounts related to the
        discontinued GIC Segment of $14.7 million, $27.4 million and $17.0
        million for 1995, 1994 and 1993, respectively, are eliminated in
        consolidation.

        The Group Pension segment 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.



<TABLE>
<CAPTION>

                                                                           YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------------------
                                                                  1995               1994                1993
                                                            -----------------   ----------------   -----------------
                                                                                 (IN MILLIONS)
<S>                                                         <C>                 <C>                <C>
        Revenues
        Individual insurance and annuities.................  $     3,254.6       $    3,110.7       $    2,981.5
        Group pension......................................          292.0              359.1              426.6
        Attributed insurance capital.......................           61.2               79.4               61.6
                                                            -----------------   ----------------   -----------------
          Insurance operations.............................        3,607.8            3,549.2            3,469.7
        Investment services................................          949.1              935.2            2,792.6
        Consolidation/elimination..........................          (34.9)             (24.7)             (40.5)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $     4,522.0       $    4,459.7       $    6,221.8
                                                            =================   ================   =================



        Earnings (loss) before Federal income taxes
          and cumulative effect of accounting change
        Individual insurance and annuities.................  $       274.4       $      245.5       $       76.2
        Group pension......................................          (13.3)              15.8                2.0
        Attributed insurance capital.......................           18.7               69.8               49.0
                                                            -----------------   ----------------   -----------------
          Insurance operations.............................          279.8              331.1              127.2
        Investment services................................          161.2              177.5              302.1
        Consolidation/elimination..........................           (3.1)                .3                 .5
                                                            -----------------   ----------------   -----------------
              Subtotal.....................................          437.9              508.9              429.8
        Corporate interest expense.........................          (27.9)            (114.2)            (126.1)
                                                            -----------------   ----------------   -----------------
        Total..............................................  $       410.0       $      394.7       $      303.7
                                                            =================   ================   =================
</TABLE>

                                      F-37



         
<PAGE>



<TABLE>
<CAPTION>

                                                                                           DECEMBER 31,
                                                                                ------------------------------------
                                                                                     1995                1994
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
<S>                                                                             <C>                <C>
        Assets
        Individual insurance and annuities.....................................  $    50,328.8      $    44,063.4
        Group pension..........................................................        4,033.3            4,222.8
        Attributed insurance capital...........................................        2,391.6            2,609.8
                                                                                ----------------   -----------------
          Insurance operations.................................................       56,753.7           50,896.0
        Investment services....................................................       12,842.9           12,127.9
        Consolidation/elimination..............................................         (354.4)          (1,614.4)
                                                                                ----------------   -----------------
        Total..................................................................  $    69,242.2      $    61,409.5
                                                                                ================   =================
</TABLE>

19)     QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The  quarterly  results of operations  for the years ended  December 31,
        1995, 1994 and 1993, are summarized below:

<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED,
                                       ------------------------------------------------------------------------------
                                           MARCH 31           JUNE 30           SEPTEMBER 30          DECEMBER 31
                                       -----------------  -----------------   ------------------   ------------------
                                                                       (IN MILLIONS)
<S>                                    <C>                <C>                 <C>                  <C>
        1995
        ----
        Total Revenues................  $     1,074.7      $     1,158.4       $    1,127.1         $    1,161.8
                                       =================  =================   ==================   ==================

        Net Earnings..................  $        59.0      $        94.3       $       91.2         $       53.1
                                       =================  =================   ==================   ==================

        1994
        ----
        Total Revenues................  $     1,107.4      $     1,075.0       $    1,153.8         $    1,123.5
                                       =================  =================   ==================   ==================

        Earnings before Cumulative
          Effect of Accounting
          Change......................  $        64.0      $        68.4       $       89.1         $       72.0
                                       =================  =================   ==================   ==================
        Net Earnings..................  $        36.9      $        68.4       $       89.1         $       72.0
                                       =================  =================   ==================   ==================

        1993
        ----
        Total Revenues................  $     1,502.2      $     1,539.7       $    1,679.4         $    1,500.5
                                       =================  =================   ==================   ==================

        Net Earnings..................  $        32.3      $        47.1       $       68.8         $       64.2
                                       =================  =================   ==================   ==================
</TABLE>

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. At
        December 31, 1995, DLJ had options

                                      F-38



         
<PAGE>



        outstanding to purchase approximately 9.2 million shares of DLJ common
        stock at $27.00 per share. Options are exercisable over a period of up
        to ten years. 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 and cash flows of DLJ through the date of
        sale are included in the consolidated statements of earnings and cash
        flow for the year ended December 31, 1993. For the period subsequent
        to the date of sale, the results of operations of DLJ are accounted
        for on the equity basis and are included in commissions, fees and
        other income in the consolidated statements of earnings. The Company's
        carrying value of DLJ is included in investment in and loans to
        affiliates in the consolidated balance sheets.

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

<TABLE>
<CAPTION>

                                                                                           DECEMBER 31,
                                                                                ------------------------------------
                                                                                     1995                1994
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)
<S>                                                                             <C>                <C>
        Assets:
        Trading account securities, at market value............................  $   10,911.4       $    8,970.0
        Securities purchased under resale agreements...........................      18,748.2           10,476.4
        Broker-dealer related receivables......................................      13,023.7           11,784.8
        Other assets...........................................................       1,893.2            2,030.4
                                                                                ----------------   -----------------
        Total Assets...........................................................  $   44,576.5       $   33,261.6
                                                                                ================   =================

        Liabilities:
        Securities sold under repurchase agreements............................  $   26,744.8       $   18,356.7
        Broker-dealer related payables.........................................      12,915.5           10,618.0
        Short-term and long-term debt..........................................       1,717.5            1,956.5
        Other liabilities......................................................       1,775.0            1,285.1
                                                                                ----------------   -----------------
        Total liabilities......................................................      43,152.8           32,216.3
        Cumulative exchangeable preferred stock................................         225.0              225.0
        Total shareholders' equity.............................................       1,198.7              820.3
                                                                                ----------------   -----------------
        Total Liabilities, Cumulative Exchangeable Preferred Stock and
          Shareholders' Equity.................................................  $   44,576.5       $   33,261.6
                                                                                ================   =================

        DLJ's equity as reported...............................................  $    1,198.7       $      820.3
        Unamortized cost in excess of net assets acquired in 1985
          and other adjustments................................................          40.5               50.8
        The Holding Company's equity ownership in DLJ..........................        (499.0)            (532.1)
        Minority interest in DLJ...............................................        (324.3)               -
                                                                                ----------------   -----------------
        The Company's Carrying Value of DLJ....................................  $      415.9       $      339.0
                                                                                ================   =================
</TABLE>

                                      F-39



         
<PAGE>



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

                                                                                     YEARS ENDED DECEMBER 31,
                                                                                ------------------------------------
                                                                                     1995                1994
                                                                                ----------------   -----------------
                                                                                           (IN MILLIONS)

<S>                                                                             <C>                <C>
        Commission, fees and other income......................................  $     1,325.9      $      953.5
        Net investment income..................................................          904.1             791.9
        Dealer, trading and investment gains, net..............................          528.6             263.3
                                                                                ----------------   -----------------
        Total Revenues.........................................................        2,758.6           2,008.7
        Total expenses including income taxes..................................        2,579.5           1,885.7
                                                                                ----------------   -----------------
        Net earnings...........................................................          179.1             123.0
        Dividends on preferred stock...........................................           19.9              20.9
                                                                                ----------------   -----------------
        Earnings Applicable to Common Shares...................................  $       159.2      $      102.1
                                                                                ================   =================

        DLJ's earnings applicable to common shares as reported.................  $       159.2      $      102.1
        Amortization of cost in excess of net assets acquired in 1985..........           (3.9)             (3.1)
        The Holding Company's equity in DLJ's earnings.........................          (90.4)            (60.9)
        Minority interest in DLJ...............................................           (6.5)              -
                                                                                ----------------   -----------------
        The Company's Equity in DLJ's Earnings.................................  $        58.4      $       38.1
                                                                                ================   =================
</TABLE>

21)     RELATED PARTY TRANSACTIONS

        On August 31, 1993, the Company sold $661.0 million of primarily
        privately placed below investment grade fixed maturities to EQ Asset
        Trust 1993, a limited purpose business trust, wholly owned by the
        Holding Company. The Company recognized a $4.1 million gain net of
        related deferred policy acquisition costs, deferred Federal income tax
        and amounts attributable to participating group annuity contracts. In
        conjunction with this transaction, the Company received $200.0 million
        of Class B Notes issued by EQ Asset Trust 1993. These notes have
        interest rates ranging from 6.85% to 9.45%. The Class B Notes are
        reflected in investments in and loans to affiliates on the
        consolidated balance sheets.


                                      F-40







         
<PAGE>


                                    PART C

                               OTHER INFORMATION

Item 24.      Financial Statements and Exhibits

              (a)   Financial Statements included in Part B.

               1.   Separate Account No. 301:
   
                    - Statements of Assets and Liabilities for the Year Ended
                      December 31, 1995;
                    - Statements of Operations for the Year Ended
                      December 31, 1995
                    - Statements of Changes in Net
                      Assets for the Years Ended December 31, 1995 and 1994
                    - Notes to Financial Statements - Report of Independent
                      Accountants - Price Waterhouse

               2.   The Equitable Life Assurance Society of the United States:

                    - Report of Independent Accountants - Price Waterhouse
                    - Consolidated Balance Sheets as of December 31, 1995 and
                      1994
                    - Consolidated Statements of Earnings for Years Ended
                      December 31, 1995, 1994 and 1993
                    - Consolidated Statements of Equity for Years Ended
                      December 31, 1995, 1994 and 1993
                    - Consolidated Statements of Cash Flows for Years Ended
                      December 31, 1995, 1994 and 1993
                    - Notes to Consolidated Financial Statements
    
              (b)   Exhibits.

              The following exhibits are filed herewith:

              (1)   (a)    Resolutions of the Board of Directors of The
                           Equitable Life Assurance Society of the United
                           States ("Equitable") authorizing the establishment
                           of the Registrant, previously filed with this
                           Registration Statement No. 2-74667 on September
                           19, 1986.

                    (b)    Resolutions of the Board of Directors of Equitable
                           dated July 17, 1986 authorizing the reorganization
                           of Separate Account Nos. 301, 302, 303 and 304 into
                           one continuing separate account, incorporated by
                           reference to Exhibit 1(d) to the Registration
                           Statement on Form N-14 of Separate Account 301 of
                           Equitable and Prism Investment Trust (formerly
                           Harmony Investment Trust) (No. 33-8802).

               2.   Not applicable.

               3.   (a)    Form of Sales Agreement, previously filed with this
                           Registration Statement No. 2-74667 on September 19,
                           1986.

                    (b)    Sales Agreement among Equitable, Separate Account
                           No. 301 and Equitable Variable Life Insurance
                           Company, as principal underwriter for The Hudson
                           River Trust, previously filed with this
                           Registration Statement No. 2-74667 on April 29,
                           1993.
                                     C-1



         
<PAGE>

   
                     (c)    Distribution and Servicing Agreement among Equico
                            Securities, Inc.,("Equico") Equitable and
                            Equitable Variable dated as of May 1, 1994,
                            previously filed with this Registration Statement
                            No. 2-74667 on April 4, 1995.

                     (d)    Distribution Agreement by and between The Hudson
                            River Trust and Equico dated as of January 1,
                            1995, previously filed with this Registration
                            Statement No. 2-74667 on April 4, 1995.

                     (e)    Sales Agreement among Equico, Equitable and
                            Equitable's Separate Account A, Separate Account
                            No. 301 and Separate Account No. 51 dated as of
                            January 1, 1995, previously filed with this
                            Registration Statement No. 2-74667 on April 4,
                            1995.
    
              4.    (a)     (1)    Form of group variable annuity contract, as
                                   amended (TSA), previously filed with this
                                   Registration Statement No. 2-74667 on April
                                   24, 1987.

                            (2)    Rider No. PF 94,177 to group variable
                                   annuity contract, as amended (TSA),
                                   previously filed with this Registration
                                   Statement No. 2-74667 on April 15, 1988.

                     (b)    (1)    Form of group variable annuity certificate,
                                   as amended (TSA), previously filed with
                                   this Registration Statement No. 2-74667 on
                                   April 24, 1987.

                            (2)    Rider No. PF 94,178 to group variable
                                   annuity certificate, as amended (TSA),
                                   previously filed with this Registration
                                   Statement No. 2-74667 on April 15, 1988.

                     (c)    (1)    Rider No. PF 94,189 to group variable
                                   annuity contract, as amended (TSA),
                                   previously filed with this Registration
                                   Statement No. 2-74667 on April 17, 1990.

                            (2)    Rider No. PF 94,188 to group variable
                                   annuity certificate, as amended (TSA),
                                   previously filed with this Registration
                                   Statement. No. 2-74667 on April 17, 1990.

                     (d)    (1)    Form of group variable annuity contract, as
                                   amended (IRA), previously filed with this
                                   Registration Statement No. 2-74667 on April
                                   24, 1987.

                            (2)    Rider No. PF 96,000 to group variable
                                   annuity contract, as amended (IRA),
                                   previously filed with this Registration
                                   Statement No. 2-74667 on April 15, 1988.

                            (3)    Rider No. PF 10,000 to group variable
                                   annuity contract, as amended (IRA),
                                   previously filed with this Registration
                                   Statement No. 2-74667 on December 14, 1993.

                     (e)    (1)    Form of group variable annuity certificate,
                                   as amended (IRA), previously filed with
                                   this Registration Statement No. 2-74667 on
                                   April 24, 1987.

                            (2)    Rider No. PF 96,100 to group variable
                                   annuity certificate, as amended (IRA),
                                   previously filed with this Registration
                                   Statement No. 2-74667 on April 15, 1988.

                                     C-2



         
<PAGE>



                            (3)    Rider No. PF 10,001 to group variable
                                   annuity certificate, as amended (IRA),
                                   previously filed with this Registration
                                   Statement No. 2-74667 on December 14, 1993.

                     (f)    Plan of Operations, as amended, previously filed
                            with this Registration Statement No. 2-74667 on
                            April 24, 1987.

              (5)    (a)    Form of application for group variable annuity
                            contract, as amended (TSA), previously filed with
                            this Registration Statement No. 2-74667 on April
                            15, 1988.

                     (b)    Form of participant enrollment for group variable
                            annuity contract, as amended (IRA), previously
                            filed with this Registration Statement No. 2-74667
                            on April 15, 1988.

              (6)    (a)    Certificate of incorporation of Equitable
                            incorporated herein by reference to Exhibit 3(a)
                            to the Registration Statement on Form S-1 (No.
                            2-43529).

                     (b)    Copy of the Amended Charter of Equitable, adopted
                            September 21, 1989, previously filed with this
                            Registration Statement No. 2-74667 on April 28,
                            1992.

                     (c)    Form of the Charter of Equitable previously filed
                            with this Registration Statement No. 2-74667 on
                            July 22, 1992.

                     (d)    Copy of the Restated Charter of Equitable, adopted
                            August 6, 1992, previously filed with this
                            Registration Statement No. 2-74667 on April 29,
                            1993.

                     (e)    By-Laws of Equitable incorporated herein by
                            reference to Exhibit 3(b)(2) to Post-Effective
                            Amendment No. 4 to the Registration Statement in
                            File No. 2-56232.

                     (f)    By-Laws of Equitable as amended January 9, 1985,
                            previously filed with this Registration Statement
                            No. 2-74667 on September 19, 1986.

                     (g)    By-Laws of Equitable, as amended through July 1,
                            1988, previously filed with this Registration
                            Statement No. 2-74667 on April 19, 1989.

                     (h)    Form of By-Laws of Equitable previously filed with
                            this Registration Statement No. 2-74667 on July
                            22, 1992.

                     (i)    By-Laws of Equitable, as amended through July 22,
                            1992, previously filed with this Registration
                            Statement No. 2-74667 on April 29, 1993.
   
                     (j)    Copy of the Certificate of Amendment of the
                            Restated Charter of Equitable, adopted November
                            18, 1993.
    
               7.   Not applicable.


                                     C-3



         
<PAGE>



               8.    (a)    Agreement, dated as of March 15, 1985, between
                            Integrity Life Insurance Company ("Integrity") and
                            Equitable for cooperative and joint use of
                            personnel, property and services, previously filed
                            with this Registration Statement No. 2-74667 on
                            September 19, 1986.

                     (b)    Administration and Servicing Agreement, dated as
                            of May 1, 1987, by and between Equitable and
                            Integrity, previously filed with this Registration
                            Statement No. 2-74667 on May 4, 1987.

                     (c)    Amendment, dated September 30, 1988, to
                            Administration and Servicing Agreement by and
                            between Equitable and Integrity, previously filed
                            with this Registration Statement No. 2-74667 on
                            April 19, 1989.

               9.    (a)    Opinion of Hebert P. Shyer, Executive Vice
                            President and General Counsel of Equitable,
                            previously filed with this Registration Statement
                            No. 2-74667 on November 6, 1983.

                     (b)    Opinion of Hebert P. Shyer, Executive Vice
                            President and General Counsel of Equitable, as to
                            the legality of the securities being registered,
                            previously filed with this Registration Statement
                            No. 2-74667 on April 24, 1987.
   
              10.   (a)    Consent of Price Waterhouse LLP.

                    (b)    Powers of Attorney.
    
              11.   Not applicable.

              12.   Not applicable.

              13.   Not applicable.
   
              27.   Financial Data Schedule.
    
                                     C-4



         
<PAGE>




 Item 25.       Directors and Officers of Equitable

                Set forth below is information regarding the directors and
 principal officers of Equitable. Equitable's address is 787 Seventh Avenue,
 New York, New York 10019. The business address of the persons whose names are
 preceded by an asterisk is that of Equitable.
   
<TABLE>
<CAPTION>
 NAME AND PRINCIPAL                                       POSITIONS AND OFFICES
 BUSINESS ADDRESS                                         WITH EQUITABLE
 ------------------                                       ----------------------
 <S>                                                      <C>
 DIRECTORS

 Claude Bebear                                            Director
 AXA S.A.
 23, Avenue Matignon
 75008 Paris, France

 Christopher J. Brocksom                                  Director
 AXA Equity & Law
 Amersham Road
 High Wycombe
 Bucks HP 13 5 AL, England

 Francoise Colloc'h                                       Director
 AXA S.A.
 23, Avenue Matignon
 75008 Paris, France

 Henri de Castries                                        Director
 AXA S.A.
 23, Avenue Matignon
 75008 Paris, France

 Joseph L. Dionne                                         Director
 The McGraw-Hill Companies
 1221 Avenue of the Americas
 New York, NY 10020

 William T. Esrey                                         Director
 Sprint Corporation
 P.O. Box 11315
 Kansas City, MO 64112

 Jean-Rene Fourtou                                        Director
 Rhone-Poulenc S.A.
 25 Quai Paul Doumer
 92408 Courbevoie Cedex
 France

 Norman C. Francis                                        Director
 Xavier University of Louisiana
 7325 Palmetto Street
 New Orleans, LA 70125


</TABLE>
    
                                  C-5



         
<PAGE>

   
<TABLE>
<CAPTION>
 NAME AND PRINCIPAL                                       POSITIONS AND OFFICES
 BUSINESS ADDRESS                                         WITH EQUITABLE
 ------------------                                       ----------------------
 <S>                                                      <C>
 Donald J. Greene                                         Director
 LeBouef, Lamb, Greene & MacRae
 125 West 55th Street
 New York, NY 10019-4513

 Anthony J. Hamilton                                      Director
 Fox-Pitt, Kelton Limited
 35 Wilson Street
 London EC2M 2SJ, England

 John T. Hartley                                          Director
 Harris Corporation
 1025 NASA Boulevard
 Melbourne, FL 32919

 John H.F. Haskell, Jr.                                   Director
 Dillion, Read & Co., Inc.
 535 Madison Avenue
 New York, NY 10022

 W. Edwin Jarmain                                         Director
 Jarmain Group Inc.
 95 Wellington Street West
 Suite 805
 Toronto, Ontario M5J 2N7,
 Canada

 G. Donald Johnston, Jr.                                  Director
 184-400 Ocean Road
 John's Island
 Vero Beach, FL 32963

 Winthrop Knowlton                                        Director
 Knowlton Brothers, Inc.
 530 Fifth Avenue
 New York, NY 10036

 Arthur L. Liman                                          Director
 Paul, Weiss, Rifkind, Wharton &
   Garrison
 1285 Avenue of the Americas
 New York, NY 10019

 George T. Lowy                                           Director
 Cravath, Swaine & Moore
 825 Eighth Avenue
 New York, NY 10019

</TABLE>
    
                                     C-6



         
<PAGE>


   
<TABLE>
<CAPTION>
 NAME AND PRINCIPAL                                       POSITIONS AND OFFICES
 BUSINESS ADDRESS                                         WITH EQUITABLE
 ------------------                                       ----------------------
 <S>                                                      <C>
 Didier Pineau-Valencienne                                Director
 Schneider S.A.
 64/70 Avenue Jean-Baptiste Clement
 92646 Boulogne
 Billancourt CEDEX
 France

 George J. Sella, Jr.                                     Director
 P.O. Box 397
 Newton, NJ 07860

 Dave H. Williams                                         Director
 Alliance Capital Management
   Corporation
 1345 Avenue of the Americas
 New York, NY 10105

 OFFICER-DIRECTORS

*James M. Benson                                          President, Chief Executive Officer and Director

*William T. McCaffrey                                     Senior Executive Vice President, Chief Operating
                                                          Officer and Director

*Joseph J. Melone                                         Chairman of the Board and Director

 OTHER OFFICERS

*Harvey Blitz                                             Senior Vice President and Deputy Chief
                                                          Financial Officer


*Kevin R. Byrne                                           Vice President and Treasurer

*Jerry M. de St. Paer                                     Senior Executive Vice President and Chief Financial
                                                          Officer

*Gordon G. Dinsmore                                       Senior Vice President

*Alvin H. Fenichel                                        Senior Vice President and Controller

*Michael E. Fisher                                        Senior Vice President

*Paul J. Flora                                            Vice President and Auditor

*Robert E. Garber                                         Executive Vice President and General Counsel

*J. Thomas Liddle, Jr.                                    Senior Vice President and Chief Valuation Actuary

*Michael S. Martin                                        Senior Vice President

</TABLE>
    
                                     C-7






         
<PAGE>

   
<TABLE>
<CAPTION>
 NAME AND PRINCIPAL                                       POSITIONS AND OFFICES
 BUSINESS ADDRESS                                         WITH EQUITABLE
 ------------------                                       ----------------------
 <S>                                                      <C>
*Peter D. Noris                                           Executive Vice President and Chief Investment Officer

*Anthony C. Pasquale                                      Senior Vice President

*Pauline Sherman                                          Vice President, Secretary and Associate General Counsel

 Richard V. Silver                                        Senior Vice President and Chief Compliance Officer
 1755 Broadway, 2nd floor
 New York, New York  10019

*Jose Suquet                                              Executive Vice President and Chief Agency Officer

                                     C-8
</TABLE>
    



         
<PAGE>





   
Item 26.        Persons Controlled by or Under Common Control with Equitable
                or Registrant

                Separate Account No. 301 of The Equitable Life Assurance
Society of the United States (the "Separate Account") is a separate account of
Equitable. Equitable, a New York stock life insurance company, is a wholly
owned subsidiary of The Equitable Companies Incorporated (the "Holding
Company"), a publicly traded company.

                The largest stockholder of the Holding Company is AXA S.A. At
12/31/95, AXA S.A. beneficially owned 60.6% of the Holding Company's
outstanding shares of common stock plus convertible preferred stock. AXA S.A.
is able to exercise significant influence over the operations and capital
structure of the Holding Company, and its subsidiaries, including Equitable.
AXA, A French company, is the holding company for an international group of
insurance and related financial services companies, is the principal holding
company.
    
                                     C-9



         
<PAGE>




                 ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

The Equitable Companies Incorporated (1991) (Delaware)

      Donaldson, Lufkin & Jenrette, Inc. (1993) (Delaware) (44.1%) See
      Addendum for subsidiaries)

      The Equitable Life Assurance Society of the United States (l859)
      (New York) (a)(b)

           The Equitable of Colorado, Inc. (l983) (Colorado)

           Equitable Variable Life Insurance Company (l972) (New York) (a)

                FHJV Holdings, Inc. (1990) (Delaware)
   
                EVLICO, Inc. (1995) (Delaware)

                EVLICO East Ridge, Inc. 1995) (Delaware)

                GP/EQ Southwest, Inc. (1995) (Texas) (5.86%)

                Franonom, Inc. (1985) (Pennsylvania)
    
           Frontier Trust Company (1987) (North Dakota)

           Gateway Center Buildings, Garage and Apartment Hotel, Inc. (inactive)
           (pre-l970) (Pennsylvania)

           Equitable Deal Flow Fund, L.P.

                Equitable Managed Assets (Delaware)

           EREIM LP Associates (99%)

                EML Associates, L.P. (19.8%)

           ACMC, Inc. (1991) (Delaware)

                Alliance Capital Management L.P. (1988) (Delaware)
                (46.7% limited partnership interest)
   
           EVCO, Inc. (1991) (New Jersey)
    
           EVSA, Inc. (1992) (Pennsylvania)

           Prime Property Funding, Inc. (1993) (Delaware)

           Wil Gro, Inc. (1992) (Pennsylvania)

           Equitable BJVS, Inc. (1992) (California)

           Equitable Rowes Wharf, Inc. (1995) (Massachusetts)

           GP/EQ Southwest, Inc. (1995) (Texas) (94.132%)


                                     C-10




         
<PAGE>



The Equitable Companies Incorporated (cont.)
      The Equitable Life Assurance Society of the United States (cont.)

    Fox Run, Inc. (1994) (Massachusetts)

    Equitable Underwriting and Sales Agency (Bahamas) Limited (1993) (Bahamas)

    STCS, Inc. (1992) (Delaware)
   
    CCMI Corporation (1994) (Maryland)

    FTM Corporation (1994) (Maryland)

    HVM Corporation (1994) (Maryland)

    SCTS, Inc. (1992) (Delaware)

    Camelback JVS, Inc. (1995) (Arizona)
    
    Equitable Holding Corporation (1985) (Delaware)

         Equico Securities, Inc. (l97l) (Delaware) (a) (b)

         ELAS Securities Acquisition Corp. (l980) (Delaware)

         Equitable Realty Assets Corporation (l983) (Delaware)

         100 Federal Street Funding Corporation (Massachusetts)

         100 Federal Street Realty Corporation (Massachusetts)

         EquiSource, of New York, Inc. (formerly Traditional Equinet Business
         Corporation of New York) (1986) (New York)(See Addendum for
         subsidiaries.)

         Equitable Casualty Insurance Company (l986) (Vermont)

         EREIM LP Corp. (1986) (Delaware)

               EREIM LP Associates (1%)

                    EML Associates (.02%)

         Six-Pac G.P., Inc. (1990) (Georgia)

         Equitable Distributers, Inc. (1988) (Delaware) (a)

         Equitable JVS, Inc. (1988) (Delaware)

               Astor/Broadway Acquisition Corp. (1990) (New York)

               Astor Times Square Corp. (1990) (New York)

               PC Landmark, Inc. (1990) (Texas)


- ---------------
(a) Registered Broker/Dealer                (b) Registered Investment Advisor

                                     C-11




         
<PAGE>



The Equitable Companies Incorporated (cont.)
      The Equitable Life Assurance Society of the United States (cont.)
   
                      Equitable JVS II, Inc. (1994) (Maryland)

                      EJSVS, Inc. (1995) (New Jersey)

                Donaldson, Lufkin & Jenrette, Inc. (1985 by EIC; 1993 by EHC)
                (Delaware)36.1%) (See Addendum for subsidiaries)
    
                JMR Realty Services, Inc. (1994) (Delaware)

                Equitable Investment Corporation (l97l) (New York)

                      Stelas North Carolina Limited Partnership (50% limited
                      partnership interest) (l984)

                      EQ Services, Inc. (1992) (Delaware)

                      Equitable Agri-Business, Inc. (1984) Delaware

                      Alliance Capital Management Corporation (l991) (Delaware)
                      (b) (See Addendum for subsidiaries)

                      Equitable Capital Management Corporation (b)
   
                           Alliance Capital Management L.P. (1988) (Delaware)
                           (16.6% limited partnership interests)
    
                      Equitable JV Holding Corporation (1989) (Delaware)

                      Equitable Real Estate Investment Management, Inc. (l984)
                     (Delaware) (b)

                           Equitable Realty Portfolio Management, Inc. (1984)
                           (Delaware)

                                EQK Partners (100% general partnership interest)

                           Compass Management and Leasing Co. (Formerly known
                           as EREIM, Inc. (l984) (Colorado)

                           Equitable Real Estate Capital Markets, Inc. (1987)
                           (Delaware) (a)

                           EQ Realty Associates-V, Inc. (1987) (Delaware)

                           EPPNLP Corp. (1987) (Delaware)

                           Equitable Pacific Partners Corp. (1987) (Delaware)

                                Equitable Pacific Partners Limited Partnership

- ---------------
(a) Registered Broker/Dealer                (b) Registered Investment Advisor

                                     C-12



         
<PAGE>




The Equitable Companies Incorporated (cont.)
      The Equitable Life Assurance Society of the United States (cont.)

                   EREIM Managers Corp. (1986) (Delaware)

                        ML/EQ Real Estate Portfolio, L.P.

                             EML Associates, L.P. (80%)

                   Astor/Broadway Management Corp. (1990) (New York)

                   Compass Retail, Inc. (1990) (Delaware)

                   Compass Management and Leasing, Inc. (1991) (Delaware)

   
                        Compass Cayman (1996) (Cayman Islands)
    

                   Column Security Associates, Inc. (1993) (Delaware)

                   Column Financial, Inc. (1993) (Delaware) (50%)

                   Buckhead Strategic Corp. (1994) (Delaware)

                        Buckhead Strategic Fund. L.P.
   
                        BH Strategic Co. I L.P.

                        Buckhead Strategic Co. II, L.P.

                        Buckhead Strategic Co. III, L.P.

                        Buckhead Strategic Co. IV, L.P.

                   CJVS, Inc. (1994) (California)

                   ERE European Corp. L.P. (1994) (Delaware)

                        A/E European Associates I Limited Partnership

                   Community Funding, Inc. (1994) (Delaware)

                        Community Mortgage Fund, L.P. (1994) (Delaware)

                   Buckhead Strategic Corp. II (1995) (Delaware)

                        Buckhead Strategic Fund L.P. II

                        Buckhead Co. III, L.P.

                        HYDOC, L.L.C.
    

- ---------------
(a) Registered Broker/Dealer                (b) Registered Investment Advisor

                                     C-13



         
<PAGE>





                 ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

                     ADDENDUM - NON-REAL ESTATE SUBSIDIARY
                       OF EQUITABLE HOLDING CORPORATION
                      HAVING MORE THAN FIVE SUBSIDIARIES


EquiSource of New York, Inc. (formerly Traditional Equinet Business
Corporation of New York) has the following subsidiaries that are brokerage
companies to make available to Equitable Agents within each state traditional
(non-equity) products and services not produced by Equitable:

      EquiSource of Delaware, Inc. (1986) (Delaware)
      EquiSource of Alabama, Inc. (1986) (Alabama)
      EquiSource of Arizona, Inc. (1986) (Arizona)
      EquiSource of Arkansas, Inc. (1987) (Arkansas)
      EquiSource Insurance Agency of California, Inc. (1987) (California)
      EquiSource of Colorado, Inc. (1986) (Colorado)
      EquiSource of Hawaii, Inc. (1987) (Hawaii)
      EquiSource of Maine, Inc. (1987) (Maine)
      EquiSource Insurance Agency of Massachusetts, Inc. (1988) (Massachusetts)
      EquiSource of Montana, Inc. (1986) (Montana)
      EquiSource of Nevada, Inc. (1986) (Nevada)
      EquiSource of New Mexico, Inc. (1987) (New Mexico)
      EquiSource of Pennsylvania, Inc. (1986) (Pennsylvania)
      EquiSource Insurance Agency of Utah, Inc. (1986) (Utah)
      EquiSource of Washington, Inc. (1987) (Washington)
      EquiSource of Wyoming, Inc. (1986) (Wyoming)

- ---------------
(a) Registered Broker/Dealer                (b) Registered Investment Advisor

                                     C-14



         
<PAGE>






                 ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

                 ADDENDUM - OTHER NON-REAL ESTATE SUBSIDIARIES
                      HAVING MORE THAN FIVE SUBSIDIARIES


Donaldson, Lufkin & Jenrette, Inc. has the following subsidiaries, and
approximately 60 other subsidiaries, most of which are special purpose
subsidiaries (the number fluctuates according to business needs):

    Donaldson, Lufkin & Jenrette, Inc. (1985) (Delaware)
              Donaldson, Lufkin & Jenrette Securities Corporation (1985)
              (Delaware) (a) (b)
                    Wood, Struthers & Winthrop Management Corporation (1985)
                    (Delaware) (b)
              Autranet, Inc. (1985) (Delaware) (a)
              DLJ Real Estate, Inc.
              DLJ Capital Corporation (b)
              DLJ Mortgage Capitol, Inc. (1988) (Delaware)
              Column Financial, Inc. (1993) (Delaware) (50%)

Alliance Capital Management Corporation has the following subsidiaries:

    Alliance Capital Management Corporation (1991) (Delaware) (b)
              Alliance Capital Management L.P. (1988) (Delaware) (b)
          Alliance Capital Management Corporation of Delaware, Inc. (Delaware)
             Alliance Fund Services, Inc. (Delaware)
             Alliance Capital Management (Japan), Inc. (formerly
             Alliance Capital Mgmt. Intl.)
             Alliance Fund Distributors, Inc. (Delaware) (a)
             Alliance Oceanic Corp. (Delaware) (formerly Alliance
             Capital, Ltd.)
             Alliance Capital Management Australia Pty. Ltd.
             (Australia)
             Meiji - Alliance Capital Corp. (Delaware) (50%)
             Alliance Capital (Luxembourg) S.A. (99.98%)
             Alliance Southern Europe Corp. (Delaware) (inactive)
             Alliance Barra Research Institute, Inc. (Delaware) (50%)
             Alliance Capital Management Canada, Inc. (Canada) (99.99%)
             Alliance Capital Management Limited (United Kingdom)
                     Pastor Alliance Gestora de Fondas de Pensiones, S.A.
                    (Spain) (50%)
                     Dementional Asset Management, Ltd. (U.K.)
                     Dementional Trust Management, Ltd. (U.K.)
                     Alliance Capital Global Derivatives Corp. (Delaware)
             Alliance Corporate Finance Group, Inc. (Delaware)

- ---------------
(a) Registered Broker/Dealer                (b) Registered Investment Advisor

                                     C-15



         
<PAGE>





                                             AXA GROUP CHART
   
         The information listed below is dated as of January 1, 1996;
percentages shown represent voting power. The name of the owner is noted when
AXA indirectly controls the company.

                              AXA INSURANCE AND REINSURANCE BUSINESS HOLDING
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- --------                                           -------                 ------------
<S>                                                <C>                     <C>
AXA Assurances Iard                                France                  96.9%

AXA Assurances Vie                                 France                  100% by AXA and Uni Europe Vie

Uni Europe Assurance                               France                  100% by AXA and AXA Assurances Iard

Uni Europe Vie                                     France                  99.3% by AXA and AXA Assurances Iard

Alpha Assurances Vie                               France                  100%

AXA Direct                                         France                  100%

Direct Assurances Iard                             France                  100% by AXA Direct

Direct Assurance Vie                               France                  100% by AXA Direct

AXA Direkt Versicherung A.G.                       Germany                 100% owned by AXA Direct

Axiva                                              France                  90.3%

Defense Civile                                     France                  95%

Societe Francaise d'Assistance                     France                  51.2% by AXA Assurances Iard

Monvoisin Assurances                               France                  99.92% by different companies and Mutuals

Societe Beaujon                                    France                  100%

Lor Finance                                        France                  99.9%

Jour Finance                                       France                  100% by different companies

Compagnie Auxiliaire pour le Commerce et           France                  100% by Societe Beaujon
l'Industrie

C.F.G.A.                                           France                  99.96% owned by the mutuals and Finaxa

Saint Bernard Diffusion                            France                  89.9%

Sogarep                                            France                  95%, (100% with the mutuals)

Argovie                                            France                  100% by Axiva and SCA Argos

Finargos                                           France                  66.4% owned by Axiva

Astral                                             France                  100% by Uni Europe Assurance

Argos                                              France                  N.S.

</TABLE>
    
                                     C-16



         
<PAGE>

   
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- --------                                           -------                 ------------
<S>                                                <C>                     <C>
Finaxa Belgium                                     Belgium                 100%

AXA Belgium                                        Belgium                 18.5% by AXA(SA) and 72.5% by Finaxa Belgium

De Kortrijske Verzekering                          Belgium                 99.8%

Juris                                              Belgium                 100%

Finaxa Luxembourg                                  Luxembourg              100%

AXA Assurance IARD Luxembourg                      Luxembourg              99.4%

AXA Assurance Vie Luxembourg                       Luxembourg              99.4%

AXA Aurora                                         Spain                   50%

Aurora Polar SA de Seguros y Reaseguros            Spain                   99.8% owned by AXA Aurora

AXA Vida SA de Seguros y Reaseguros                Spain                   99.8% owned by AXA Aurora

AXA Gestion de Seguros y Reaseguros                Spain                   100% owned by AXA Aurora

AXA Assicurazioni                                  Italy                   100%

Eurovita                                           Italy                   30% owned by AXA Assicurazioni

AXA Equity & Law plc                               U.K.                    99.9%

AXA Equity & Law Life Assurance Society            U.K.                    100% by AXA Equity & Law plc

AXA Equity & Law International                     U.K.                    100% owned by AXA Equity & Law plc


AXA Equity & Law Levensverzekeringen               Netherlands             100% by AXA Equity & Law plc

AXA Insurance                                      U.K                     100%

AXA Global Risks                                   U.K                     100% by AXA and Uni Europe Assurance

AXA U.K.                                           U.K.                    100%

AXA Canada                                         Canada                  100%

Boreal Insurance                                   Canada                  100% owned by AXA Canada

AXA Assurances Inc                                 Canada                  100% owned by AXA Canada

AXA Insurance Inc                                  Canada                  100% owned by AXA Canada

Anglo Canada General Insurance Cy                  Canada                  100% owned by AXA Canada

AXA Pacific Insurance                              Canada                  100% by Boreal Insurance

Boreal Assurances Agricoles                        Canada                  100% by Boreal Insurance

</TABLE>
    

                                 C-17






         
<PAGE>

   
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- --------                                           -------                 ------------
<S>                                                <C>                     <C>
Sime AXA Berhad                                    Malaysia                30%

AXA Sime Investment Holdings Pte Ltd               Singapore               50%

AXA Sime Assurance                                 Hong Kong               100% owned by AXA Sime Invt. Holdings Pte
                                                                           Ltd

AXA Sime Assurance                                 Singapore               100% owned by AXA Sime Invt. Holdings Pte
                                                                           Ltd

AXA Life Insurance                                 Hong Kong               100%

PT Asuransi AXA Indonesia                          Indonesia               80%

Equitable Cies Incorp.                             U.S.A.                  60.6% owned by AXA, 44.4% Financiere 45,
                                                                           3.8%, Lorfinance 7.6% and AXA Equity & Law
                                                                           Life Association Society 4.8%

Equitable Life Assurance of the USA                U.S.A.                  100% owned by Equitable Cies Inc

National Mutual Holdings Ltd                       Australia               51%

The National Mutual Life Association of            Australia               100% owned by National Mutual Holdings Ltd
Australasia Ltd

National Mutual International Pty Ltd                                      74% owned by National Mutual Holdings Ltd
                                                                           and 26% by The National Mutual Life
                                                                           Association of Australasia

National Mutual (Bermuda) Ltd                      Australia               100% owned by National Mutual International
                                                                           Pty Ltd

National Mutual Asia Ltd                           Bermudas                54% owned by National Mutual (Bermuda) Ltd
                                                                           and 20% by Delta Ltd

National Mutual Funds Management (Global) Ltd      Australia               100% owned by National Mutual Holdings Ltd

National Mutual Funds Management North             USA                     100% owned by National Mutual Funds
America Holdings Inc                                                       Management (Global) Ltd

Australian Casualty & Life Ltd                     Australia               100% owned by National Mutual Holdings Ltd

National Mutual Health Insurance Pty Ltd           Australia               100% owned by National Mutual Holdings Ltd

AXA Reassurance                                    France                  100%

AXA Re Finance                                     France                  100% owned by AXA Reassurance

AXA Re Vie                                         France                  100% owned by AXA Reassurance

AXA Cessions                                       France                  100%

Abeille Reassurances                               France                  100% owned by AXA Reassurance

</TABLE>
    
                                     C-18



         
<PAGE>

   
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- --------                                           -------                 ------------
<S>                                                <C>                     <C>
AXA Re Mexico                                      Mexico                  100% owned by AXA Reassurance

AXA Re Asia                                        Singapore               100% owned by AXA Reassurance

AXA Re U.K. Plc                                    U.K.                    100% owned by AXA Re U.K. Holding

AXA Re U.K. Holding                                U.K                     100% owned by AXA Reassurance

AXA Re U.S.A.                                      U.S.A                   100% owned by AXA America


AXA America                                        U.S.A.                  100% owned by AXA Reassurance

International Technology Underwriters Inc          U.S.A.                  80% owned by AXA America
(INTEC)

AXA Re Life                                        U.S.A.                  100% owned by AXA Re Vie

C.G.R.M.                                           Monaco                  100% by AXA Reassurance

AXA Life Insurance                                 Japan                   100% owned by AXA

Dongbu AXA Life Insurance Co Ltd                   Korea                   50%

AXA Oyak Hayat Sigota                              Turkey                  60%

Oyak Hayat Sigorta                                 Turkey                  11%

</TABLE>
    
                                     C-19




         
<PAGE>




                                          AXA FINANCIAL BUSINESS

   
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- --------                                           -------                 ------------
<S>                                                <C>                     <C>
Compagnie Financiere de Paris (C.F.P.)             France                  96.9%, (100% with the Mutuals)

AXA Banque                                         France                  98.7% owned by C.F.P.

Financiere 78                                      France                  100% owned by C.F.P.

AXA Credit                                         France                  65% owned by C.F.P.

AXA Gestion Interessement                          France                  100% owned by C.F.P.

Compagnie Europeenne de Credit (C.E.C.)            France                  100% owned by C.F.P.

Fidei                                              France                  20.7% owned by C.F.P. and 10.8% by AXAmur

Meeschaert Rousselle                               France                  100% owned by Financiere 78

M R Futures SNC                                    France                  59% by Meeschaert Rousselle

Opale Derivee Bourse                               France                  89.4% by M.R. Futures and Meeschaert
                                                                           Rousselle

Anjou Courtage                                     France                  70% owned by Meeschaert Rousselle

Axiva Gestion                                      France                  100% owned by Axiva

Juri Creances                                      France                  100% by different companies

Societe de Placements Selectionnes S.P.S.          France                  99.3% with the Mutuals

Presence et Initiative                             France                  73% with the Mutuals

Vamopar                                            France                  100% owned by Societe Beaujon

Financiere Mermoz                                  France                  100%

AXA Asset Management Europe                        France                  100%

AXA Asset Management Partenaires                   France                  100% owned by AXA Asset Management Europe

AXA Asset Management Conseils                      France                  100% owned by AXA Asset Management Europe

AXA Asset Management Distribution                  France                  100% owned by AXA Asset Management Europe

AXA Equity & Law Home Loans                        U.K.                    100% owned by AXA Equity & Law

AXA Equity & Law Commercial Loans                  U.K.                    100% owned by AXA Equity & Law

Alliance Capital Management                        U.S.A.                  59% held by ELAS
</TABLE>
    
                                     C-20



         
<PAGE>


   
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- --------                                           -------                 ------------
<S>                                                <C>                     <C>
Donaldson Lufkin & Jenrette                        U.S.A.                  36.1% owned by ELAS and 44.1% by Equitable
                                                                           Cies Inc

Cogefin                                            Luxembourg              100% owned by AXA Belgium

Soflinter                                          Beligium                100% owned by AXA Belgium

Financiere 45                                      France                  99.6%

Mofipar                                            France                  99.76% owned by Societe Beaujon

ORIA                                               France                  100% owned by AXA Millesimes

AXA Oeuvres d'Art                                  France                  100% by the Mutuals

AXA Cantenac Brown                                 France                  100%

Colisee Acti Finance 1                             France                  100% owned by Societe Beaujon

Colisee Acti Finance 2                             France                  100% owned by AXA Assurances Iard Mutuelle

Participations 2001                                France                  100% owned by Societe Beaujon

Finalor                                            France                  100% owned by Societe Beaujon
</TABLE>
    

                                     C-21



         
<PAGE>




                                               AXA REAL ESTATE BUSINESS


   
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- --------                                           -------                 ------------
<S>                                                <C>                     <C>
C.I.P.M.                                           France                  97.6% with the Mutuals

Fincosa                                            France                  100% owned by C.I.P.M.

Prebail                                            France                  100% owned by Societe Beaujon and C.F.P.

AXAmur                                             France                  100% by different companies and mutuals

Parigest                                           France                  100% by the Mutuals, C.I.P.M. and Fincosa

Parimmo                                            France                  100% by the insurance companies and the
                                                                           mutuals

S.G.C.I.                                           France                  100% with the Mutuals

Transaxim                                          France                  99.4% owned by S.G.C.I.

Compagnie Parisienne de Participations             France                  100% owned by S.G.C.I.

Monte Scopeto                                      France                  100% owned by C.P.P.

Matipierre                                         France                  100% by different companies

Securimmo                                          France                  87% by different companies and mutuals

Paris Orleans                                      France                  99.9% by different companies

Colisee Bureaux                                    France                  99.4% by different companies

Colisee Premiere                                   France                  99.9% by different companies

Colisee Laffitte                                   France                  99.8% by Colisee Bureaux

Carnot Laforge                                     France                  100% by Colisee Premiere

Parc Camoin                                        France                  100% by Colisee Premiere

Delta Point du Jour                                France                  100% owned by Matipierre

Paroi Nord de l'Arche                              France                  100% owned by Matipierre

Falival                                            France                  100% owned by AXA Reassurance

Compagnie du Gaz d'Avignon                         France                  99% owned by AXA Assurances Iard

Ahorro Familiar                                    France                  40.1% owned by AXA Assurances Iard

Fonciere du Val d'Oise                             France                  100% owned by C.P.P.

Sodarec                                            France                  99.9% owned by C.P.P.

Centrexpo                                          France                  99.9% owned by C.P.P.

Fonciere de la Vile du Bois                        France                  99.6% owned by Centrexpo

Colisee Seine                                      France                  97.4% by different companies
</TABLE>
    
                                        C-22



         
<PAGE>

   
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- --------                                           -------                 ------------
<S>                                                <C>                     <C>
Translot                                           France                  99.9% by SGCI

S.N.C. Dumont d'Urville                            France                  100% owned by Colisee Premiere

Colisee Participations                             France                  100% by SGCI

Colisee Federation                                 France                  100% by SGCI

Colisee Saint Georges                              France                  100% by SGCI

Drouot Industrie                                   France                  50% by SGCI

Colisee Vauban                                     France                  99.7% by Matipierre

Fonciere Colisee                                   France                  98.9% by Matipierre

AXA Pierre S.C.I.                                  France                  97.6% owned by different companies and
                                                                           Mutuals

AXA Millesimes                                     France                  77.8% owned by AXA and the Mutuals

Chateau Suduirault                                 France                  100% owned by AXA Millesimes

Diznoko                                            Hongrie                 100% owned by AXA Millesimes

Compagnie Fonciere Matignon                        France                  100% by different companies and Mutuals

Equitable Real Estate Investment                   U.S.A.                  100% owned by ELAS

Quinta do Noval Vinhos S.A.                        Portugal                99.9% owned by AXA Millesimes
</TABLE>
    
                                                C-23




         
<PAGE>





                                                  OTHER AXA BUSINESS


   
<TABLE>
<CAPTION>
COMPANY                                            COUNTRY                 VOTING POWER
- --------                                           -------                 ------------
<S>                                                <C>                     <C>
A.N.F.                                             France                  95.4% owned by Finaxa

SCOR                                               France                  10.1% owned by AXA Reassurance

Campagnie du Cambodge                              France                  23% owned by A.N.F.

Lucia                                              France                  20.6% owned by AXA Assurance Iard and 8.6%
                                                                           by the mutuals

Rubis et Cie                                       France                  12.7% owned by Uni Europe Assurance

Schneider S.A.                                     France                  10%

Eurofin                                            France                  31.6% owned by Compangie Financiere de Paris

</TABLE>
                                                C-24




         
<PAGE>



                 ORGANIZATION CHART OF EQUITABLE'S AFFILIATES


                                     NOTES

1.       The year of formation or acquisition and state or country of
         incorporation of each affiliate is shown.

2.       The chart omits certain relatively inactive special purpose real
         estate subsidiaries, partnerships, and joint ventures formed to
         operate or develop a single real estate property or a group of
         related properties, and certain inactive name-holding corporations.

3.       All ownership interests on the chart are 100% common stock ownership
         except for (a) as noted for certain partnership interests, (b) ACMC,
         Inc.'s and Equitable Distributor Inc.'s limited partnership interests
         in Alliance Capital Management L.P., (c) as noted for certain
         subsidiaries of Alliance Capital Management Corp. of Delaware, Inc.,
         (d) Treasurer Robert L. Bennett's 20% interest in Compass Management
         and Leasing Co. (Formerly known as EREIM, Inc.), (e) as noted for
         certain subsidiaries of AXA (f) The Equitable Companies
         Incorporated's 44.1% interest in DLJ and Equitable Holding Corp.'s
         36.1% interest in same and (g) DLJ Mortgage Capital, Inc.'s and
         Equitable Real Estate Management Inc.'s ownership (50% each) In
         Column Financial, Inc.

4.       The operational status of the entities shown as having been formed or
         authorized but "not yet fully operational" should be checked with the
         appropriate operating areas, especially for those that are start-up
         situations.

5.       The following entities are not included in this chart because, while
         they have an affiliation with The Equitable, their relationship is
         not the ongoing equity-based form of control and ownership that is
         characteristic of the affiliations on the chart, and, in the case of
         the first two entities, they are under the direction of at least a
         majority of "outside" trustees:

                              The Equitable Funds
                            The Hudson River Trust
                               Separate Accounts
   
6.       This chart was last revised on March 25, 1996.
    
                                        C-25



         
<PAGE>



Item 27.      Number of Contractowners

              As of March 31, 1996 qualified annuity contracts covering 8,383
              participants had been issued by the registrant.


Item 28.      Indemnification

              (a)    Indemnification of Principal Underwriter: to the extent
                     permitted by law of the State of New York and subject to
                     all applicable requirements thereof, Equitable undertook
                     to indemnify each of its directors and officers who is
                     made or threatened to be made a party to any action or
                     proceeding, whether civil or criminal, by reason of the
                     fact that he, his testator or intestate, is or was a
                     director or officer of Equitable.

              (b)    Undertaking: insofar as indemnification for liability
                     arising under the Securities Act of 1933 may be permitted
                     to directors, officers and controlling persons of the
                     registrant pursuant to the foregoing provisions, or
                     otherwise, the registrant has been advised that in the
                     opinion of the Securities and Exchange Commission such
                     indemnification is against public policy as expressed in
                     the Act and is, therefore, unenforceable. In the event
                     that a claim for indemnification against such liabilities
                     (other than the payment by the registrant of expenses
                     incurred or paid by a director, officer or controlling
                     person of the registrant in the successful defense of any
                     action, suit or proceeding) is asserted by such director,
                     officer or controlling person in connection with the
                     securities being registered, the registrant will, unless
                     in the opinion of its counsel the matter has been settled
                     by controlling precedent, submit to a court of
                     appropriate jurisdiction the question whether such
                     indemnification by it is against public policy as
                     expressed in the Act and will be governed by the final
                     adjudication of such issue.


Item 29.      Principal Underwriters
   
              (a)   Equico, a wholly-owned subsidiary of Equitable, is the
                    principal underwriter and depositor for its Separate
                    Account No. 301 and Separate Account A, and for Separate
                    Account I and Separate Account FP of Equitable Variable
                    Life Insurance Company. On or about May 1, 1996, Equico
                    will be changing its name to EQ Financial Consultants,
                    Inc. Equico's principal business address is 1755 Broadway,
                    NY, NY 10019.
    

              (b)   See Item 25.

              (c)   Not applicable.

                                        C-26



         
<PAGE>



Item 30.      Location of Accounts and Records

              The records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated
thereunder, are maintained by Equitable at 200 Plaza Drive, Secaucus, New
Jersey 07094


Item 31.      Management Services

              Not applicable.


Item 32.      Undertakings

              The Registrant hereby undertakes:

              (a)   to file a post-effective amendment to this registration
                    statement as frequently as is necessary to ensure that the
                    audited financial statements in the registration statement
                    are never more than 16 months old for so long as payments
                    under the variable annuity contracts may be accepted;

              (b)   to include either (1) as part of any application to
                    purchase a contract offered by the prospectus, a space
                    that an applicant can check to request a Statement of
                    Additional Information, or (2) a postcard or similar
                    written communication affixed to or included in the
                    prospectus that the applicant can remove to send for a
                    Statement of Additional Information;

              (c)   to deliver any Statement of Additional Information and any
                    financial statements required to be made available under
                    this Form promptly upon written or oral request.

              The Registrant hereby represents that it is relying on the
November 28, 1988 no-action letter (Ref. No. IP-6-88) relating to variable
annuity contracts offered as funding vehicles for retirement plans meeting the
requirements of Section 403(b) of the Internal Revenue Code. Registrant
further represents that it complies with the provisions of paragraphs (1) -
(4) of that letter.




                                        C-27







         
<PAGE>




                                  SIGNATURES
   
         As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Registration Statement
and has caused this amended registration statement to be signed on its behalf
in the City and State of New York, on this 26th day of April, 1996.
    

                                  SEPARATE ACCOUNT NO. 301 of
                                  THE EQUITABLE LIFE ASSURANCE SOCIETY OF
                                  THE UNITED STATES
                                                (Registrant)

                                  By:    The Equitable Life Assurance
                                         Society of the United States


                                  By:     /s/Naomi J. Weinstein
                                          -------------------------------
                                             Naomi J. Weinstein
                                                Vice President

                                        C-28



         
<PAGE>



                                  SIGNATURES
   
         As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Depositor certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Registration Statement
and has caused this amended registration statement to be signed on its behalf
in the City and State of New York, on this 26th day of April, 1996.
    
                             THE EQUITABLE LIFE ASSURANCE SOCIETY OF
                             THE UNITED STATES
                                        (Depositor)

                             By: /s/Naomi J. Weinstein
                                 ------------------------------------
                                    Naomi J. Weinstein
                                      Vice President

         As required by the Securities Act of 1933 and the Investment Company
Act of 1940 this amendment to the registration statement has been signed by
the following persons in the capacities and on the date indicated:
   

<TABLE>
<CAPTION>

PRINCIPAL EXECUTIVE OFFICERS:
<S>                                                           <C>
Joseph J. Melone                                              Chairman of the Board and Director

James M. Benson                                               President, Chief Executive Officer and Director

William T. McCaffrey                                          Senior Executive Vice President, Chief Operating
                                                              Officer and Director
PRINCIPAL FINANCIAL OFFICER:

Jerry M. de St. Paer                                          Senior Executive Vice President and Chief Financial
                                                              Officer

PRINCIPAL ACCOUNTING OFFICER:

/s/ Alvin H. Fenichel
- --------------------------------
Alvin H. Fenichel                                             Senior Vice President and
April 26, 1996                                                Controller
</TABLE>
    
DIRECTORS:

Claude Bebear
James M. Benson
Christopher J. Brocksom
Francoise Colloc'h
Henri de Castries
Joseph L. Dionne
William T. Esrey
Jean-Rene Fourtou
   
Norman C. Francis
Donald J. Greene
Anthony J. Hamilton
John T. Hartley
John H.F. Haskell, Jr.
W. Edwin Jarmain
G. Donald Johnston, Jr.
Winthrop Knowlton

Arthur L. Liman
George T. Lowy
William T. McCaffrey
Joseph J. Melone
Didier Pineau-Valencienne
George J. Sella, Jr.
Dave H. Williams

/s/Naomi J. Weinstein
   ------------------------
   Naomi J. Weinstein
   Attorney-in-Fact
   April 26, 1996
    
                                        C-29



         
<PAGE>



                                                   EXHIBIT INDEX
   
<TABLE>
<CAPTION>
<S>                     <C>
EXHIBIT NO.                                                                             PAGE NO.

 6(j)                 Copy of the Certificate of Amendment of the Restated Charter
                      of Equitable.

10(a)                 Consent of Price Waterhouse LLP.

10(b)                 Powers of Attorney.

27                    Financial Data Schedule.

</TABLE>

                                        C-30




    








              CERTIFICATE OF AMENDMENT OF THE RESTATED CHARTER OF
           THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                  Under Section 1206 of the Insurance Law and
      Section 805 of the Business Corporation Law of the State of New York


     We, the undersigned, Joseph J. Melone, President and Chief Executive
Officer and Molly K. Heines, Vice President and Secretary, hereby certify:

     (1). The name of the corporation is The Equitable Life Assurance
     Society of the United States (the "Corporation").

     (2). The Corporation's Charter was filed in the office of the Insurance
     Department of the State of New York on May 10, 1859.

     (3). The Charter of the Corporation, as amended and restated by the
     Restated Charter effective July 22, 1993, is hereby further amended to
     increase the capital of the Corporation from $2,000,000 to $2,500,000 by
     increasing the par value of a share of the Common Shares of the
     Corporation from $1.00 to $1.25.  Article VIII of the Charter which
     contains the statement with respect to the capital of the Corporation, is
     hereby amended in its entirety to read as follows:

     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.

     (4)  The aforesaid amendment of the Charter of the Corporation was
     duly approved by a majority vote of the Board of Directors of the
     Corporation at a meeting duly called and held on November 18, 1993 and
     was duly consented to in writing by the holder of all of the outstanding
     shares of the Corporation on the same date.

     IN WITNESS WHEREOF, the undersigned have signed this certificate the
18th day of November 1993, and affirm that the statements made herein are true
under the penalties of perjury.


                                    /s/ Joseph J. Melone
                                    ------------------------------------
                                    Joseph J. Melone
                                    President & Chief Executive Officer

                                    /s/ Molly K. Heines
                                    ------------------------------------
                                    Molly K. Heines
                                    Vice President & Secretary














<PAGE>

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 27 to the Registration
Statement No. 2-74667 on Form N-4 (the "Registration Statement") of our
report dated February 7, 1996, relating to the financial statements of The
Equitable Life Assurance Society of the United States Separate Account No.
301, and our report dated February 7, 1996, relating to the consolidated
financial statements of The Equitable Life Assurance Society of the United
States, which reports appear in such Statement of Additional Information, and
to the incorporation by reference of our reports into the Prospectus which
constitutes part of this Registration Statement. We also consent to the
references to us under the heading "Experts" in such Statement of Additional
Information.

/s/ Price Waterhouse LLP
- ------------------------------
PRICE WATERHOUSE LLP
New York, New York
April 24, 1996










                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ Claude Bebear
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ James M. Benson
                                                -------------------------



         



                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ Christopher Brockson
                                                -------------------------




         

                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ Francoise Colloc'h
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ Henri de Castries
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ Joseph L. Dionne
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ William T. Esrey
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ Jean-Rene Fourtou
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ Norman C. Francis
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ Donald J. Greene
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ Anthony J. Hamilton
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ John T. Hartley
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ John H.F. Haskell, Jr.
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ W. Edwin Jarmain
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ G. Donald Johnston, Jr.
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996



                                                /s/ Winthrop Knowlton
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ George T. Lowy
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ William T. McCaffrey
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ Joseph J. Melone
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ Didier Pineau-Valencienne
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ George J. Sella, Jr.
                                                -------------------------




         


                               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, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, 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 attorneys-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 attorneys-in-fact and agents, or any of them, may do or
cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of February, 1996.



                                                /s/ Dave H. Williams
                                                -------------------------









<TABLE> <S> <C>

<ARTICLE>                                        6
<CIK>                                            0000356076
<NAME>                                           Sep Acct 301 ELAS
<SERIES>
<NUMBER>                                         02
<NAME>                                           Common Stock Division
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1995
<PERIOD-START>                                   Jan-01-1995
<PERIOD-END>                                     Dec-31-1995
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            49,625,827
<INVESTMENTS-AT-VALUE>                           56,978,953
<RECEIVABLES>                                    876,352
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   57,855,305
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        909,801
<TOTAL-LIABILITIES>                              909,801
<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>                                     56,945,504
<DIVIDEND-INCOME>                                729,122
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   242,804
<NET-INVESTMENT-INCOME>                          486,318
<REALIZED-GAINS-CURRENT>                         4,093,898
<APPREC-INCREASE-CURRENT>                        9,414,798
<NET-CHANGE-FROM-OPS>                            13,995,014
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        486,318
<DISTRIBUTIONS-OF-GAINS>                         13,508,696
<DISTRIBUTIONS-OTHER>                            (1,551,083)
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           12,443,931
<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>                                            0000356076
<NAME>                                           Sep Acct 301 ELAS
<SERIES>
<NUMBER>                                         01
<NAME>                                           Money Market Division
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1995
<PERIOD-START>                                   Jan-01-1995
<PERIOD-END>                                     Dec-31-1995
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            20,904,797
<INVESTMENTS-AT-VALUE>                           20,887,161
<RECEIVABLES>                                    7,413
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   20,894,574
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        18,833
<TOTAL-LIABILITIES>                              18,833
<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>                                     20,875,741
<DIVIDEND-INCOME>                                1,127,417
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   94,100
<NET-INVESTMENT-INCOME>                          1,033,317
<REALIZED-GAINS-CURRENT>                         (19,514)
<APPREC-INCREASE-CURRENT>                        94,984
<NET-CHANGE-FROM-OPS>                            1,108,787
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        1,033,317
<DISTRIBUTIONS-OF-GAINS>                         75,470
<DISTRIBUTIONS-OTHER>                            (4,201,128)
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           (3,092,341)
<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>                                            0000356076
<NAME>                                           Sep Acct 301 ELAS
<SERIES>
<NUMBER>                                         06
<NAME>                                           Aggressive Stock Division
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1995
<PERIOD-START>                                   Jan-01-1995
<PERIOD-END>                                     Dec-31-1995
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            5,745,828
<INVESTMENTS-AT-VALUE>                           6,223,478
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             856,594
<TOTAL-ASSETS>                                   7,080,072
<PAYABLE-FOR-SECURITIES>                         856,594
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        3,529
<TOTAL-LIABILITIES>                              860,123
<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>                                     6,219,949
<DIVIDEND-INCOME>                                13,210
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   27,531
<NET-INVESTMENT-INCOME>                          (14,321)
<REALIZED-GAINS-CURRENT>                         894,090
<APPREC-INCREASE-CURRENT>                        439,966
<NET-CHANGE-FROM-OPS>                            1,319,735
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        (14,321)
<DISTRIBUTIONS-OF-GAINS>                         1,334,056
<DISTRIBUTIONS-OTHER>                            1,383,970
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           2,703,705
<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>                                            0000356076
<NAME>                                           Sep Acct 301 ELAS
<SERIES>
<NUMBER>                                         04
<NAME>                                           Balanced Division
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1995
<PERIOD-START>                                   Jan-01-1995
<PERIOD-END>                                     Dec-31-1995
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            33,129,950
<INVESTMENTS-AT-VALUE>                           34,623,577
<RECEIVABLES>                                    16,560
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   34,640,137
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        36,196
<TOTAL-LIABILITIES>                              36,196
<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>                                     34,603,941
<DIVIDEND-INCOME>                                1,081,427
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   153,633
<NET-INVESTMENT-INCOME>                          927,794
<REALIZED-GAINS-CURRENT>                         1,128,385
<APPREC-INCREASE-CURRENT>                        3,701,929
<NET-CHANGE-FROM-OPS>                            5,758,108
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        927,794
<DISTRIBUTIONS-OF-GAINS>                         4,830,314
<DISTRIBUTIONS-OTHER>                            (3,192,083)
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           2,566,025
<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>                                            0000356076
<NAME>                                           Sep Acct 301 ELAS
<SERIES>
<NUMBER>                                         05
<NAME>                                           High Yield Division
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1995
<PERIOD-START>                                   Jan-01-1995
<PERIOD-END>                                     Dec-31-1995
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            1,948,698
<INVESTMENTS-AT-VALUE>                           1,885,219
<RECEIVABLES>                                    101
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   1,885,320
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        1,630
<TOTAL-LIABILITIES>                              1,630
<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>                                     1,883,690
<DIVIDEND-INCOME>                                171,066
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   10,107
<NET-INVESTMENT-INCOME>                          160,959
<REALIZED-GAINS-CURRENT>                         (15,169)
<APPREC-INCREASE-CURRENT>                        136,740
<NET-CHANGE-FROM-OPS>                            282,530
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        160,959
<DISTRIBUTIONS-OF-GAINS>                         121,571
<DISTRIBUTIONS-OTHER>                            151,118
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           433,648
<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>                                            0000356076
<NAME>                                           Sep Acct 301 ELAS
<SERIES>
<NUMBER>                                         07
<NAME>                                           Global Division
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1995
<PERIOD-START>                                   Jan-01-1995
<PERIOD-END>                                     Dec-31-1995
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            4,224,900
<INVESTMENTS-AT-VALUE>                           4,568,966
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             731
<TOTAL-ASSETS>                                   4,569,697
<PAYABLE-FOR-SECURITIES>                         731
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        2,986
<TOTAL-LIABILITIES>                              3,717
<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>                                     4,565,980
<DIVIDEND-INCOME>                                70,487
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   20,390
<NET-INVESTMENT-INCOME>                          50,097
<REALIZED-GAINS-CURRENT>                         192,825
<APPREC-INCREASE-CURRENT>                        435,771
<NET-CHANGE-FROM-OPS>                            678,693
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        50,097
<DISTRIBUTIONS-OF-GAINS>                         628,596
<DISTRIBUTIONS-OTHER>                            132,511
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           811,204
<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>                                            0000356076
<NAME>                                           Sep Acct 301 ELAS
<SERIES>
<NUMBER>                                         09
<NAME>                                           Conservative Investors Division
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1995
<PERIOD-START>                                   Jan-01-1995
<PERIOD-END>                                     Dec-31-1995
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            843,042
<INVESTMENTS-AT-VALUE>                           886,770
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             5
<TOTAL-ASSETS>                                   886,775
<PAYABLE-FOR-SECURITIES>                         5
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        1,038
<TOTAL-LIABILITIES>                              1,043
<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>                                     885,732
<DIVIDEND-INCOME>                                32,935
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   7,698
<NET-INVESTMENT-INCOME>                          25,237
<REALIZED-GAINS-CURRENT>                         10,508
<APPREC-INCREASE-CURRENT>                        58,432
<NET-CHANGE-FROM-OPS>                            94,177
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        25,237
<DISTRIBUTIONS-OF-GAINS>                         68,940
<DISTRIBUTIONS-OTHER>                            296,513
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           390,690
<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>                                            0000356076
<NAME>                                           Sep Acct 301 ELAS
<SERIES>
<NUMBER>                                         08
<NAME>                                           Growth Investors Division
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1995
<PERIOD-START>                                   Jan-01-1995
<PERIOD-END>                                     Dec-31-1995
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            1,068,616
<INVESTMENTS-AT-VALUE>                           1,141,446
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             875
<TOTAL-ASSETS>                                   1,142,321
<PAYABLE-FOR-SECURITIES>                         875
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        1,045
<TOTAL-LIABILITIES>                              1,920
<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>                                     1,140,401
<DIVIDEND-INCOME>                                23,351
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   7,754
<NET-INVESTMENT-INCOME>                          15,597
<REALIZED-GAINS-CURRENT>                         35,369
<APPREC-INCREASE-CURRENT>                        80,196
<NET-CHANGE-FROM-OPS>                            131,162
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        15,597
<DISTRIBUTIONS-OF-GAINS>                         115,565
<DISTRIBUTIONS-OTHER>                            642,810
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           773,972
<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>                                            0000356076
<NAME>                                           Sep Acct 301 ELAS
<SERIES>
<NUMBER>                                         03
<NAME>                                           Intermed Gov Securities Divis
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1995
<PERIOD-START>                                   Jan-01-1995
<PERIOD-END>                                     Dec-31-1995
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            6,737,931
<INVESTMENTS-AT-VALUE>                           6,242,082
<RECEIVABLES>                                    0
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             759
<TOTAL-ASSETS>                                   6,242,841
<PAYABLE-FOR-SECURITIES>                         22
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        4,088
<TOTAL-LIABILITIES>                              4,110
<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>                                     6,238,731
<DIVIDEND-INCOME>                                357,259
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   20,122
<NET-INVESTMENT-INCOME>                          337,137
<REALIZED-GAINS-CURRENT>                         (97,203)
<APPREC-INCREASE-CURRENT>                        497,322
<NET-CHANGE-FROM-OPS>                            737,256
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        337,137
<DISTRIBUTIONS-OF-GAINS>                         400,119
<DISTRIBUTIONS-OTHER>                            (493,364)
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           243,892
<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>                                            0000356076
<NAME>                                           Sep Acct 301 ELAS
<SERIES>
<NUMBER>                                         10
<NAME>                                           Growth & Income Division
<MULTIPLIER>                                     1
<CURRENCY>                                       U. S. Dollars
       
<S>                                              <C>
<PERIOD-TYPE>                                    Year
<FISCAL-YEAR-END>                                Dec-31-1995
<PERIOD-START>                                   Jan-01-1995
<PERIOD-END>                                     Dec-31-1995
<EXCHANGE-RATE>                                  1
<INVESTMENTS-AT-COST>                            1,415,871
<INVESTMENTS-AT-VALUE>                           1,638,038
<RECEIVABLES>                                    1,156
<ASSETS-OTHER>                                   0
<OTHER-ITEMS-ASSETS>                             0
<TOTAL-ASSETS>                                   1,639,194
<PAYABLE-FOR-SECURITIES>                         0
<SENIOR-LONG-TERM-DEBT>                          0
<OTHER-ITEMS-LIABILITIES>                        2,626
<TOTAL-LIABILITIES>                              2,626
<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>                                     1,636,568
<DIVIDEND-INCOME>                                39,092
<INTEREST-INCOME>                                0
<OTHER-INCOME>                                   0
<EXPENSES-NET>                                   11,685
<NET-INVESTMENT-INCOME>                          27,407
<REALIZED-GAINS-CURRENT>                         24,033
<APPREC-INCREASE-CURRENT>                        227,245
<NET-CHANGE-FROM-OPS>                            278,685
<EQUALIZATION>                                   0
<DISTRIBUTIONS-OF-INCOME>                        27,407
<DISTRIBUTIONS-OF-GAINS>                         251,278
<DISTRIBUTIONS-OTHER>                            320,882
<NUMBER-OF-SHARES-SOLD>                          0
<NUMBER-OF-SHARES-REDEEMED>                      0
<SHARES-REINVESTED>                              0
<NET-CHANGE-IN-ASSETS>                           599,567
<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>


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