EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/, 424B3, 1995-12-26

EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/
424B3, 1995-12-26
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<PAGE>

Filed Pursuant to Rule 424(b)(3)
Registration File No.: 33-88456

<PAGE>

INCOME MANAGERSM
ACCUMULATOR PROSPECTUS

DATED NOVEMBER 1, 1995

COMBINATION VARIABLE AND FIXED DEFERRED ANNUITY CERTIFICATES
Issued By:
The Equitable Life Assurance Society of the United States
- ------------------------------------------------------------------------------
This prospectus describes certificates The Equitable Life Assurance Society
of the United States (EQUITABLE LIFE, WE, OUR and US) offers under a
combination variable and fixed deferred annuity contract (ACCUMULATOR) issued
on a group basis or as individual contracts. Enrollment under a group
contract will be evidenced by issuance of a certificate. Certificates and
individual contracts each will be referred to as "Certificates." Accumulator
Certificates are used for after-tax contributions to a non-qualified annuity.
A minimum initial contribution of $10,000 is required to put the Certificate
into effect.

The Accumulator is designed to provide retirement income at a future date.
Contributions accumulate on a tax-deferred basis and can be later distributed
under a number of different methods which are designed to be responsive to
the owner's (CERTIFICATE OWNER, YOU and YOUR) objectives.

The Accumulator offers investment options (INVESTMENT OPTIONS) that permit
you to create your own strategies. These Investment Options include 9
variable investment funds (INVESTMENT FUNDS) and each Guarantee Period
(GUARANTEE PERIOD) in the Guaranteed Period Account.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
INVESTMENT FUNDS
- ------------------------------------------------------------------------------ GUARANTEE PERIODS
ASSET ALLOCATION SERIES: EQUITY SERIES: FIXED INCOME SERIES: EXPIRATION DATES:
- ---------------------------- ---------------------- ------------------------ --------------------
O CONSERVATIVE INVESTORS O GROWTH & INCOME O MONEY MARKET FEBRUARY 15,
O GROWTH INVESTORS O COMMON STOCK O INTERMEDIATE O 1996 THROUGH 2005*
O GLOBAL GOVERNMENT
O INTERNATIONAL SECURITIES
O AGGRESSIVE STOCK
</TABLE>
- ------------

* On January 1, 1996 a Guarantee Period with an Expiration Date of
February 15, 2006 will become available and the Guarantee Period
expiring on February 15, 1996 will no longer be available for new
allocations.

We invest each Investment Fund in shares of a corresponding portfolio
(PORTFOLIO) of The Hudson River Trust (TRUST), a mutual fund whose shares are
purchased by separate accounts of insurance companies. The prospectus for the
Trust, which accompanies this prospectus, describes the investment
objectives, policies and risks of the Portfolios.

You may choose from a variety of payout options, including variable annuities
and fixed annuities.

This prospectus provides information about the Accumulator that prospective
investors should know before investing. You should read it carefully and
retain it for future reference. The prospectus is not valid unless
accompanied by a current prospectus for the Trust, which you should also read
carefully.

Registration statements relating to Separate Account No. 45 (SEPARATE
ACCOUNT) and interests under the Guarantee Periods have been filed with the
Securities and Exchange Commission (SEC). The statement of additional
information (SAI), dated November 1, 1995, which is part of the registration

statement for the Separate Account, is available free of charge upon request
by writing to our Processing Office or calling 1-800-789-7771, our toll-free
number. The SAI has been incorporated by reference into this prospectus. The
Table of Contents for the SAI appears at the back of this prospectus.

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 CERTIFICATES ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE
NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED.
THEY ARE SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL INVESTED.
- ------------------------------------------------------------------------------
Copyright 1995
The Equitable Life Assurance Society of the United States, New York,
New York 10019.
All rights reserved.

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Equitable Life's Annual Report on Form 10-K for the year ended December
31, 1994 is incorporated herein by reference.

All documents or reports filed by Equitable Life pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (EXCHANGE
ACT) after the date hereof and prior to the termination of the offering of
the securities offered hereby shall be deemed to be incorporated by reference
in this prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified and superseded, to constitute a part of this prospectus.

Equitable Life will provide without charge to each person to whom this
prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the foregoing documents incorporated herein by
reference (other than exhibits not specifically incorporated by reference
into the text of such documents). Requests for such documents should be
directed to The Equitable Life Assurance Society of the United States, 787
Seventh Avenue, New York, New York 10019. Attention: Corporate Secretary
(telephone: (212) 554-1234).

<PAGE>
- ------------------------------------------------------------------------------
PROSPECTUS TABLE OF CONTENTS
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>

GENERAL TERMS PAGE 4
FEE TABLE PAGE 5
PART 1: SUMMARY PAGE 8
What is the Accumulator? 8
Investment Options 8
Contributions 8
Transfers 8
Free Look Period 8
Services We Provide 8
Withdrawals 9
Death Benefits 9
Surrendering the Certificates 9
Income Annuity Options 9
Taxes 9
Deductions from Annuity
Account Value 9
Deductions from Investment
Funds 10
Trust Charges to Portfolios 10

PART 2: EQUITABLE LIFE, THE SEPARATE ACCOUNT
AND THE INVESTMENT FUNDS PAGE 11

Equitable Life 11
Separate Account No. 45 11
The Trust 11
The Trust's Investment Adviser 12
Investment Policies and Objectives of the
Trust's Portfolios 13

PART 3: INVESTMENT PERFORMANCE PAGE 14

Performance Data for a Certificate 14
Rate of Return Data for Investment
Funds 15
Communicating Performance Data 18
Money Market Fund and Intermediate Government
Securities Fund
Yield Information 18

PART 4: THE GUARANTEED PERIOD ACCOUNT PAGE 20

Guarantee Periods 20
Market Value Adjustment for Transfers,
Withdrawals or Surrender Prior to the
Expiration Date 21
Death Benefit Amount 22
Investments 22

PART 5: PROVISIONS OF THE CERTIFICATES AND
SERVICES WE PROVIDE PAGE 23

Availability of the Certificates 23
Contributions Under the Certificates 23
Methods of Payment 23
Allocation of Contributions 23
Free Look Period 24
Annuity Account Value 24
Transfers Among Investment Options 25
Dollar Cost Averaging 25
Withdrawals 26
Death Benefit 27
When the Certificate Owner Dies
Before the Annuitant 28
Cash Value 28
Surrendering the Certificates to
Receive the Cash Value 28
Income Annuity Options 29
When Payments are Made 30
Assignment 30
Distribution of the Certificates 30

PART 6: DEDUCTIONS AND CHARGES PAGE 32

Charges Deducted from the Annuity
Account Value 32
Charges Deducted from the Investment
Funds 33
Trust Charges to Portfolios 33
Group or Sponsored Arrangements 34

PART 7: VOTING RIGHTS PAGE 35

Trust Voting Rights 35
Voting Rights of Others 35
Separate Account Voting Rights 35
Changes in Applicable Law 35

PART 8: TAX ASPECTS OF THE CERTIFICATES PAGE 36

Tax Changes 36
Taxation of Non-Qualified Annuities 36
Federal and State Income Tax
Withholding 37
Generation Skipping Tax 37
Special Rules for Certificates Issued in
Puerto Rico 38
Impact of Taxes to Equitable Life 38
Transfers Among Investment Options 38

PART 9: KEY FACTORS IN RETIREMENT PLANNING PAGE 39

Introduction 39
Inflation 39
Starting Early 40
Tax-Deferral 40
Investment Options 41
The Benefit of Annuitization 42

PART 10: INDEPENDENT ACCOUNTANTS PAGE 43

APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE PAGE 44

APPENDIX II: GUARANTEED MINIMUM DEATH BENEFIT (GMDB)
EXAMPLE PAGE 45

APPENDIX III: GMDB SPECIAL ADJUSTMENT PAGE 46

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS PAGE 47
</TABLE>

<PAGE>
- ------------------------------------------------------------------------------
GENERAL TERMS
- ------------------------------------------------------------------------------
ACCUMULATION UNIT--Contributions that are invested in an Investment Fund
purchase Accumulation Units in that Investment Fund.

ACCUMULATION UNIT VALUE--The dollar value of each Accumulation Unit in an
Investment Fund on a given date.

ANNUITANT--The individual who is the measuring life for determining annuity
benefits.

ANNUITY ACCOUNT VALUE--The sum of the amounts in the Investment Options under
the Accumulator Certificate. See "Annuity Account Value" in Part 5.

ANNUITY COMMENCEMENT DATE--The date on which amounts are applied to provide
an annuity benefit.

BUSINESS DAY--Generally, any day on which the New York Stock Exchange is open
for trading. For the purpose of determining the Transaction Date, our
Business Day ends at 4:00 p.m. Eastern Time or the closing of the New York
Stock Exchange, if earlier.

CASH VALUE--The Annuity Account Value minus any applicable charges.

CERTIFICATE--The Certificate issued under the terms of a group annuity
contract and any individual contract, including any endorsements.

CERTIFICATE OWNER--The person who owns an Accumulator Certificate and has the
right to exercise all rights under the Certificate.

CODE--The Internal Revenue Code of 1986, as amended.

CONTRACT DATE--The date on which the Annuitant is enrolled under the group
annuity contract, or the effective date of the individual contract. This is
usually the Business Day we receive the initial contribution at our
Processing Office.

CONTRACT YEAR--The 12-month period beginning on your Contract Date and each
anniversary of that date.

EXPIRATION DATE--The date on which a Guarantee Period ends.

GUARANTEE PERIOD--Any of the periods of time ending on an Expiration Date
that are available for investment under the Certificate.

GUARANTEED PERIOD ACCOUNT--The Account that contains the Guarantee Periods.

GUARANTEED RATE--The annual interest rate established for each allocation to
a Guarantee Period.

INVESTMENT FUNDS--The funds of the Separate Account that are available under
the Certificates.

INVESTMENT OPTIONS--The choices for investment: the Investment Funds and each
available Guarantee Period.

MATURITY VALUE--The amount in a Guarantee Period on its Expiration Date.

PORTFOLIOS--The portfolios of the Trust that correspond to the Investment
Funds of the Separate Account.

PROCESSING DATE--The day when we deduct certain charges from the Annuity
Account Value. If the Processing Date is not a Business Day, it will be on
the next succeeding Business Day. The Processing Date will be once each year
on each anniversary of the Contract Date.

PROCESSING OFFICE--The address to which all contributions, written requests
(e.g., transfers, withdrawals, etc.) or other written communications must be
sent. See "Services We Provide" in Part 1.

SAI--The statement of additional information for the Separate Account under
the Accumulator.

SEPARATE ACCOUNT--Equitable Life's Separate Account No. 45.

TRANSACTION DATE--The Business Day we receive a contribution or a transaction
request providing all the information we need at our Processing Office. If
your contribution or request reaches our Processing Office on a non-Business
Day, or after the close of the Business Day, the Transaction Date will be the
next following Business Day. Transaction requests must be made in a form
acceptable to us.

TRUST--The Hudson River Trust, a mutual fund in which the assets of separate
accounts of insurance companies are invested.

VALUATION PERIOD--Each Business Day together with any preceding non-business
days.

<PAGE>
- ------------------------------------------------------------------------------
FEE TABLE
- ------------------------------------------------------------------------------
The purpose of this fee table is to assist you in understanding the various
costs and expenses you may bear directly or indirectly under the Certificate
so that you may compare them on the same basis with other similar products.
The table reflects both the charges of the Separate Account and the expenses
of the Trust. Premium tax charges may also be applicable. For a complete
description of the charges under the Certificate, see "Part 6: Deductions and
Charges." For a complete description of the Trust's charges and expenses, see
the prospectus for the Trust.

As explained in Part 4, the Guarantee Periods are not a part of the Separate
Account and are not covered by the fee table and examples. The only charge
shown in the Table which will be deducted from amounts allocated to the
Guarantee Periods is the withdrawal charge. However, if there is insufficient
value in the Investment Funds all or a portion of the distribution fee and
the annual contract fee, if any, will be deducted from your Annuity Account
Value in the Guaranteed Period Account rather than the Investment Funds. See
"Part 6: Deductions and Charges." A market value adjustment (either positive
or negative) also may be applicable as a result of a withdrawal, transfer or
surrender of amounts from a Guarantee Period. See "Part 4: The Guaranteed
Period Account."

OWNER TRANSACTION EXPENSES (DEDUCTED FROM ANNUITY ACCOUNT VALUE)
DISTRIBUTION FEE (SALES LOAD) AS A PERCENTAGE OF EACH CONTRIBUTION RECEIVED
DURING THE FIRST CONTRACT YEAR (deducted annually on each of the seven
Processing Dates following receipt of each contribution)(1)
If the initial contribution is less than $250,000 .................... 0.35%
If the initial contribution is $250,000 or more ...................... 0.00%

WITHDRAWAL CHARGE AS A PERCENTAGE OF CONTRIBUTIONS (deducted upon surrender
or for certain withdrawals. The applicable withdrawal charge percentage is
determined by the Contract Year in which the withdrawal is made or the
Certificate is surrendered beginning with "Contract Year 1" with respect to
each contribution withdrawn or surrendered. For each contribution, the
Contract Year in which we receive that contribution is "Contract Year
1")(2)

<TABLE>
<CAPTION>
CONTRACT
YEAR
- -----------------
<S> <C>
1 .......... 7.00%
2 .......... 6.00
3 .......... 5.00
4 .......... 4.00
5 .......... 3.00
6 .......... 2.00
7 .......... 1.00
8+ ......... 0.00
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
TRANSFER CHARGE(3) ................................................................................. $0.00
GUARANTEED MINIMUM DEATH BENEFIT CHARGE (percentage deducted annually on each Processing Date as a
percentage of the guaranteed minimum death benefit then in effect)(4) ............................. 0.35%
ANNUAL CONTRACT FEE (DEDUCTED FROM ANNUITY ACCOUNT VALUE ON EACH PROCESSING DATE)(5)
- ---------------------------------------------------------------------------------------------------
If the initial contribution is less than $25,000 .................................................. $30
If the initial contribution is $25,000 or more .................................................... $0
SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF ASSETS IN EACH INVESTMENT FUND)
- ---------------------------------------------------------------------------------------------------
MORTALITY AND EXPENSE RISK CHARGE .................................................................. 0.90%
ASSET BASED ADMINISTRATIVE CHARGE .................................................................. 0.25%
---------
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES ............................................................ 1.15%
=========
</TABLE>

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

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIOS
-----------------------------------------------------------
CONSERVATIVE GROWTH GROWTH & COMMON
INVESTORS INVESTORS INCOME STOCK GLOBAL
-------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
Investment Advisory Fee 0.55% 0.54% 0.55% 0.36% 0.54%
Other Expenses 0.04% 0.05% 0.23% 0.02% 0.15%
-------------- ----------- ---------- -------- --------
TOTAL TRUST ANNUAL EXPENSES(6) 0.59% 0.59% 0.78% 0.38% 0.69%
============== =========== ========== ======== ========
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE
AGGRESSIVE MONEY GOVT.
INTERNATIONAL STOCK MARKET SECURITIES
--------------- ------------ -------- --------------
<S> <C> <C> <C> <C>
Investment Advisory Fee 0.90% 0.47% 0.40% 0.50%
Other Expenses 0.41% 0.02% 0.02% 0.06%
------ ------------ -------- --------------
TOTAL TRUST ANNUAL EXPENSES(6) 1.31% 0.49% 0.42% 0.56%
====== ============ ======== ==============
</TABLE>

<PAGE>

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

Notes:

(1) The amount deducted is based on contributions that have not been
withdrawn. See "Part 6: Deductions and Charges," "Distribution Fee."

(2) Deducted upon a withdrawal with respect to amounts in excess of the
15% free corridor amount, and upon a surrender. See "Part 6:
Deductions and Charges," "Withdrawal Charge."

(3) We reserve the right to impose a charge in the future at a maximum of
$25 for each transfer among the Investment Options in excess of five
per Contract Year.

(4) See "Part 6: Deductions and Charges."

(5) This charge is incurred at the beginning of the Contract Year and
deducted on the Processing Date. See "Part 6: Deductions and
Charges," "Annual Contract Fee."

(6) Expenses shown for all Portfolios except the International Portfolio
are for the fiscal year ended December 31, 1994. The amount shown for
the International Portfolio, which was established on April 3, 1995,
is an estimate. The investment advisory fee for each Portfolio may
vary from year to year depending upon the average daily net assets of
the respective Portfolio of the Trust. The maximum investment
advisory fees, however, cannot be increased without a vote of that
Portfolio's shareholders. The other direct operating expenses will
also fluctuate from year to year depending on actual expenses. See
"Trust Charges to Portfolios" in Part 6.

EXAMPLES

The examples below show the expenses that a hypothetical Certificate Owner
would pay in the two situations noted below assuming a $1,000 contribution
invested in one of the Investment Funds listed, and a 5% annual return on
assets.(1) The annual contract fee was computed based on an initial
contribution of $10,000.

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. Similarly, the annual rate of return
assumed in the examples is not an estimate or guarantee of future investment
performance.

IF YOU SURRENDER YOUR CERTIFICATE AT THE END OF EACH PERIOD SHOWN, THE
EXPENSES WOULD BE:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------- ---------
<S> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $90.65 $127.77
Growth Investors 90.65 127.77
EQUITY SERIES:
Growth & Income 92.54 133.45
Common Stock 88.57 121.47
Global 91.65 130.77
International 97.81 149.18
Aggressive Stock 89.66 124.77
FIXED INCOME SERIES:
Money Market 88.96 122.67
Intermediate Government
Securities 90.36 126.88
</TABLE>

<PAGE>

IF YOU DO NOT SURRENDER YOUR CERTIFICATE AT THE END OF EACH PERIOD SHOWN, THE
EXPENSES WOULD BE:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------- ---------
<S> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $27.86 $ 85.43
Growth Investors 27.86 85.43
EQUITY SERIES:
Growth & Income 29.75 91.12
Common Stock 25.78 79.14
Global 28.86 88.43
International 35.02 106.85
Aggressive Stock 26.87 82.44
FIXED INCOME SERIES:
Money Market 26.17 80.33
Intermediate Government
Securities 27.57 84.54
</TABLE>

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

Notes:

(1) The amount accumulated could not be paid in the form of an annuity at
the end of any of the periods shown in the examples. If the amount
applied to purchase an annuity is less than $2,000, or the initial
payment is less than $20 we may pay the amount to the payee in a
single sum instead of as payments under an annuity form. See "Income
Annuity Options" in Part 5. The examples do not reflect charges for
state premium or other applicable state or local taxes that may also
be deducted in certain jurisdictions.

<PAGE>
- ------------------------------------------------------------------------------
PART 1: SUMMARY
- ------------------------------------------------------------------------------
The following Summary is qualified in its entirety by the terms of the
Certificate when issued and the more detailed information appearing elsewhere
in this prospectus (see "Prospectus Table of Contents").

WHAT IS THE ACCUMULATOR?

The Accumulator is a non-qualified annuity designed to provide retirement
income at a future date through the investment of funds on an after-tax
basis. Generally, earnings will accumulate without being subject to annual
income tax, until withdrawn. The Accumulator features a combination of
Investment Options, consisting of Investment Funds providing variable returns
and Guarantee Periods providing guaranteed interest. Fixed and variable
income annuities are also available. The Accumulator may not be available in
all states.

INVESTMENT OPTIONS

The Accumulator offers the following Investment Options which permit you to
create your own strategy for retirement savings. All available Investment
Options may be selected under a Certificate.

INVESTMENT FUNDS

o Asset Allocation Series: the Conservative Investors and Growth Investors
Funds

o Equity Series: the Growth & Income, Common Stock, Global, International
and Aggressive Stock Funds

o Fixed Income Series: the Money Market and Intermediate Government
Securities Funds

GUARANTEE PERIODS

o Guarantee Periods maturing in each of calendar years 1996 through 2005.

o On January 1, 1996 a Guarantee Period maturing in calendar year 2006 will
become available and the Guarantee Period maturing on February 15, 1996
will no longer be available for new allocations.

CONTRIBUTIONS

o To put a Certificate into effect, you must make an initial contribution
of at least $10,000.

o Subsequent contributions may be made in an amount of at least $1,000 at
any time. We may refuse to accept any contribution if the sum of all
contributions under a Certificate would then total more than $1,500,000.

TRANSFERS

You may make an unlimited number of transfers among the Investment Funds.
However, there are restrictions for transfers to and from the Guaranteed
Period Account. Transfers from a Guarantee Period may result in a market
value adjustment. Transfers among Investment Options are currently free of
charge. Transfers among the Investment Options are not taxable.

FREE LOOK PERIOD

You have the right to examine the Accumulator Certificate for a period of 10
days after you receive it, and to return it to us for a refund. You may
cancel it by sending it to our Processing Office. Your refund will equal the
Annuity Account Value, reflecting any investment gain or loss, and any
positive or negative market value adjustment, through the date we receive
your Certificate at our Processing Office.

SERVICES WE PROVIDE

O REGULAR REPORTS

o Statement of your Certificate values as of the last day of the calendar
year;

o Three additional reports of your Certificate values each year;

o Annual and semi-annual statements of the Separate Account and the
Trust; and

o Written confirmation of financial transactions.

O TOLL-FREE TELEPHONE SERVICES

o Call 1-800-789-7771 for a recording of daily Accumulation Unit Values
and Guaranteed Rates applicable to the Guarantee Periods. Also call
during our regular business hours to speak to one of our customer service
representatives.

<PAGE>

O PROCESSING OFFICE

O FOR CONTRIBUTIONS SENT BY REGULAR MAIL:

Equitable Life
Income Management Group
Post Office Box 13014
Newark, NJ 07188-0014

O FOR CONTRIBUTIONS SENT BY EXPRESS MAIL:

Equitable Life
c/o First Chicago National Processing Center
300 Harmon Meadow Boulevard, 3rd Floor
Attn: Box 13014
Secaucus, NJ 07094

O FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS,
WITHDRAWALS) SENT BY REGULAR MAIL:

Equitable Life
Income Management Group
P.O. Box 1547
Secaucus, NJ 07096-1547

O FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS,
WITHDRAWALS) SENT BY
EXPRESS MAIL:

Equitable Life
Income Management Group
200 Plaza Drive
Secaucus, NJ 07096

WITHDRAWALS

o Lump Sum Withdrawals--After the first Contract Year and before the
Annuity Commencement Date while the Certificate is in effect, you may
take a Lump Sum Withdrawal from your Certificate once per Contract Year
at any time during such Contract Year. The minimum withdrawal amount is
$1,000.

o Periodic Withdrawals--You may also withdraw funds under our Periodic
Withdrawal option, where the minimum withdrawal amount is $250.

Withdrawals may be subject to a withdrawal charge and withdrawals from
Guarantee Periods prior to their Expiration Dates will result in a market
value adjustment. Withdrawals may be subject to income tax and tax penalty.

DEATH BENEFITS

If the Annuitant and successor Annuitant, if any, die before the Annuity
Commencement Date, the Accumulator provides a death benefit. The beneficiary
will be paid the greater of the Annuity Account Value in the Investment Funds
and the guaranteed minimum death benefit, plus any death benefit provided
with respect to the Guaranteed Period Account.

SURRENDERING THE CERTIFICATES

You may surrender a Certificate and receive the Cash Value at any time before
the Annuity Commencement Date while the Annuitant is living. Withdrawal
charges and a market value adjustment may apply. A surrender may also be
subject to income tax and tax penalty.

INCOME ANNUITY OPTIONS

The Certificates provide income annuity options to which amounts may be
applied at the Annuity Commencement Date. The income annuity options are
offered on a fixed and variable basis.

TAXES

Generally, earnings on contributions made to the Certificate will not be
included in your taxable income until distributions are made from the
Certificate. Also, distributions prior to your attaining age 59 1/2 may be
subject to tax penalty.

DEDUCTIONS FROM ANNUITY
ACCOUNT VALUE

Distribution Fee

If your initial contribution is less than $250,000, we deduct a sales load
annually in an amount of 0.35% of each contribution received during the first
Contract Year. This sales load is deducted on each of the seven Processing
Dates following the date we receive each such contribution. The amount
deducted is based on contributions that have not been withdrawn. If your

initial contribution is $250,000 or more the sales load is zero.

Withdrawal Charge

A withdrawal charge will be imposed as a percentage of the initial and each
subsequent contribution if a withdrawal exceeds the 15% free corridor amount
or if the Certificate is surrendered. We determine the withdrawal charge
separately for each contribution in accordance with the table below.

<TABLE>
<CAPTION>
CONTRACT YEAR
1 2 3 4 5 6 7 8+
------ ------ ------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Percentage of
Contribution 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0%
</TABLE>

The applicable withdrawal charge percentage is determined by the Contract
Year in which the with-

<PAGE>

drawal is made or the Certificate is surrendered, beginning with "Contract
Year 1" with respect to each contribution withdrawn or surrendered. For each
contribution the Contract Year in which we receive that contribution is
"Contract Year 1."

Guaranteed Minimum Death Benefit Charge

We deduct annually on each Processing Date an amount equal to 0.35% of the
guaranteed minimum death benefit in effect on such Processing Date.

Annual Contract Fee

The charge will be $30 per Contract Year if your initial contribution is less
than $25,000, and zero if your initial contribution is $25,000 or more.

Premium Taxes

Generally, we deduct a charge for any premium taxes from the Annuity Account
Value on the Annuity Commencement Date. The current premium tax charge that
might be imposed varies by state and ranges from 0 to 3.5%; the rate is 1% in
Puerto Rico and 5% in the Virgin Islands.

DEDUCTIONS FROM INVESTMENT FUNDS

Mortality and Expense Risk Charge

We charge each Investment Fund a daily asset based charge for mortality and
expense risks equivalent to an annual rate of 0.90%.

Asset Based Administrative Charge

We charge each Investment Fund a daily asset based charge to cover a portion
of the administrative expenses under the Certificate equivalent to an annual
rate of 0.25%.

TRUST CHARGES TO PORTFOLIOS

Investment advisory fees and other expenses of the Trust are charged daily
against the Trust's assets. These are reflected in the Portfolio's daily
share price and in the daily Accumulation Unit Value for the Investment
Funds.

<PAGE>
- ------------------------------------------------------------------------------
PART 2: EQUITABLE LIFE, THE SEPARATE ACCOUNT
AND THE INVESTMENT FUNDS
- ------------------------------------------------------------------------------
EQUITABLE LIFE

Equitable Life is 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 all fifty states, the District of Columbia, Puerto
Rico and the Virgin Islands. We maintain local offices throughout the United
States. Equitable Life and its affiliates managed approximately $174 billion
of assets as of December 31, 1994.

Equitable Life is a wholly owned subsidiary of The Equitable Companies
Incorporated (the "Holding Company"). The largest stockholder of the Holding
Company is AXA, a French insurance holding company. AXA beneficially owns
60.5% of the Holding Company's outstanding common stock 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.

SEPARATE ACCOUNT NO. 45

Separate Account No. 45 is organized as a unit investment trust, a type of
investment company, and is registered with the 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 has several Investment Funds, each of
which invests in shares of a corresponding Portfolio of the Trust. Because
amounts allocated to the Investment Funds are invested in a mutual fund,
investment return and principal will fluctuate and the Certificate Owner's
Accumulation Units may be worth more or less than the original cost when
redeemed.

Under the New York Insurance Law, the portion of the Separate Account's
assets equal to the reserves and other liabilities relating to the
Certificates are not chargeable with liabilities arising out of any other
business we may conduct. 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 our other income gains or losses. We are
the issuer of the Certificates, and the obligations set forth in the
Certificates (other than those of Annuitants or Certificate Owners) are our
obligations.

In addition to contributions made under the Accumulator Certificates, we may
allocate to the Separate Account monies received under other contracts,
certificates, or agreements. Owners of all such contracts, certificates or
agreements will participate in the Separate Account in proportion to the
amounts they have in the Investment Funds that relate to their contracts,
certificates or agreements. We may retain in the Separate Account assets that
are in excess of the reserves and other liabilities relating to the
Accumulator Certificates or to other contracts, certificates or agreements,
or we may transfer the excess to our General Account.

We reserve the right, subject to compliance with applicable law; (1) to add
Investment Funds (or sub-funds of Investment Funds) to, or to remove
Investment Funds (or sub-funds) from, the Separate Account, or to add other
separate accounts; (2) to combine any two or more Investment Funds or
sub-funds thereof; (3) to transfer the assets we determine to be the share of
the class of contracts to which the Certificate belongs from any Investment
Fund to another Investment Fund; (4) to operate the Separate Account or any
Investment Fund as a management investment company under the 1940 Act, in
which case charges and expenses that otherwise would be assessed against an
underlying mutual fund would be assessed against the Separate Account; (5) to
deregister the Separate Account under the 1940 Act, provided that such action
conforms with the requirements of applicable law; (6) to restrict or
eliminate any voting rights as to the Separate Account; and (7) to cause one
or more Investment Funds to invest some or all of their assets in one or more
other trusts or investment companies. If any changes are made that result in
a material change in the underlying investment policy of an Investment Fund,
you will be notified as required by law.

THE TRUST

The Trust is an open-end diversified management investment company, more
commonly called a mu-

<PAGE>

tual 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 commenced operations in January 1976 with a predecessor of its
Common Stock Portfolio. The Trust does not impose a sales charge or "load"
for buying and selling its shares. All dividend distributions to the Trust
are reinvested in full and fractional shares of the Portfolio to which they
relate. More detailed information about the Trust, its investment objec-
tives, policies, restrictions, risks, expenses and all other aspects of its
operations appears in its prospectus which accompanies this prospectus 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, 1994, Alliance was managing over $121
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 qualified corporate funds, public and private
pension and profit-sharing plans, foundations and tax- exempt organizations.

Alliance's record as an investment manager is based, in part, on its ability
to provide a diversity of investment services to domestic and international
markets. Alliance prides itself on its ability to attract and retain a
quality, professional work force. Alliance employs 177 investment
professionals, including 81 research analysts. Portfolio managers have an
average investment experience of more than 16 years.

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.

<PAGE>

INVESTMENT POLICIES AND OBJECTIVES OF THE TRUST'S PORTFOLIOS

Each Portfolio has a different investment objective which it tries to achieve
by following separate investment policies. The policies and objectives of
each Portfolio will affect its return and its risks. There is no guarantee
that these objectives will be achieved.

The policies and objectives of the Trust's Portfolios are as follows:

<TABLE>
<CAPTION>
PORTFOLIO INVESTMENT POLICY OBJECTIVE
- --------------------------- ---------------------------------------------------- -----------------------------
<S> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors Diversified mix of publicly-traded, fixed-income and High total return without, in
equity securities; asset mix and security selection the adviser's opinion, undue
are primarily based upon factors expected to reduce risk to principal
risk. The Portfolio is generally expected to hold
approximately 70% of its assets in fixed income
securities and 30% in equity securities.

Growth Investors Diversified mix of publicly-traded, fixed-income and High total return consistent
equity securities; asset mix and security selection with the adviser's
based upon factors expected to increase possibility determination of reasonable
of high long-term return. The Portfolio is generally risk
expected to hold approximately 70% of its assets in
equity securities and 30% in fixed income
securities.

EQUITY SERIES:
Growth & Income Primarily income producing common stocks and High total return through a
securities convertible into common stocks. combination of current income
and capital appreciation
Common Stock Primarily common stock and other equity-type Long-term growth of capital
instruments. and increasing income

Global Primarily equity securities of non-United States as Long-term growth of capital
well as United States companies.

International Primarily equity securities selected principally to Long-term growth of capital
permit participation in non-United States companies
with prospects for growth.

Aggressive Stock Primarily common stocks and other equity-type Long-term growth of capital
securities issued by medium and other smaller sized
companies with strong growth potential.
FIXED INCOME SERIES:
Money Market Primarily high quality short-term money market High level of current income
instruments. while preserving assets and
maintaining liquidity

Intermediate Government Primarily debt securities issued or guaranteed by High current income
Securities the U.S. government, its agencies and consistent with relative
instrumentalities. Each investment will have a final stability of principal
maturity of not more than 10 years or a duration not
exceeding that of a 10-year Treasury note.
</TABLE>

<PAGE>
- ------------------------------------------------------------------------------
PART 3: INVESTMENT PERFORMANCE
- ------------------------------------------------------------------------------
This Part presents performance data for each of the Investment Funds (except
the International Fund) calculated by two methods. The first method, used in
calculating values for the two tables in "Performance Data for a
Certificate," reflects all applicable fees and charges other than the charge
for premium taxes. The second method, used in preparing rates of return for
the three tables in "Rate of Return Data for Investment Funds," reflects all
fees and charges other than the distribution fee, the withdrawal charge, the
guaranteed minimum death benefit charge, the annual contract fee and the
charge for premium taxes. These additional charges would effectively reduce
the rates of return credited to a particular Certificate.

The Separate Account commenced operations in May 1995 and no Certificates
were issued prior to that date. The calculations of investment performance
shown below are based on the actual investment results of the Portfolios of
the Trust, from which certain fees and charges applicable under the
Accumulator have been deducted. The results shown are not an estimate or
guarantee of future investment performance, and do not reflect the actual
experience of amounts invested under a particular Certificate. Performance
data is not shown for the International Fund as the underlying Portfolio
commenced operation in April 1995.

See "Part 4: The Guaranteed Period Account" for information on the Guaranteed
Period Account.

PERFORMANCE DATA FOR A CERTIFICATE

The standardized performance data in the following tables illustrate the
average annual total return of the Investment Funds over the periods shown,
assuming a single initial contribution of $1,000 and the surrender of the
Certificate at the end of each period. These tables (which reflect the first
calcu- lation method described above) are prepared in a manner prescribed by
the SEC for use when we advertise the performance of the Separate Account. An
Investment Fund's average annual total return is the annual rate of growth of
the Investment Fund that would be necessary to achieve the ending value of a
contribution kept in the Investment Fund for the period specified.

Each calculation assumes that the $1,000 contribution was allocated to only
one Investment Fund, no transfers or subsequent contributions were made and
no amounts were allocated to any other Investment Option under the
Certificate.

In order to calculate annualized rates of return, we divide the Cash Value of
a Certificate which is surrendered on December 31, 1994 by the $1,000
contribution made at the beginning of each period illustrated. The annual
contract fee is computed based on an initial contribution of $10,000. The
result of that calculation is the total growth rate for the period. Then we
annualize that growth rate to obtain the average annual percentage increase
(decrease) during the period shown. When we "annualize," we assume that a
single rate of return applied each year during the period will produce the
ending value, taking into account the effect of compounding.

GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1994

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
--------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
FUND YEAR YEARS YEARS YEARS INCEPTION*
- ---------------------- ------ -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $874 $1,011 $1,272 -- $1,305
Growth Investors 881 1,053 1,730 -- 1,788
EQUITY SERIES:
Growth & Income 908 -- -- -- 902
Common Stock 890 1,137 1,415 $3,479 8,642
Global 962 1,247 1,497 -- 1,763
Aggressive Stock 868 966 1,969 -- 3,965
</TABLE>

<PAGE>

GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1994
(CONTINUED)

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
-------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
FUND YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- ------ ------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
FIXED INCOME SERIES:
Money Market $955 $ 997 $1,125 $1,517 $2,082
Intermediate Govt. Securities 873 1,006 -- -- 1,124
<FN>
- ------------

* See footnote below.

AVERAGE ANNUAL TOTAL RETURN UNDER A CERTIFICATE SURRENDERED ON
DECEMBER 31, 1994

</TABLE>
<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
-----------------------------------------------------
INVESTMENT THREE FIVE TEN SINCE
FUND ONE YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- ---------- -------- ------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors (12.62)% 0.35% 4.93% -- 4.53%
Growth Investors (11.94) 1.74 11.59 -- 10.17
EQUITY SERIES:
Growth & Income (9.25) -- -- -- (5.02)
Common Stock (11.00) 4.38 7.19 13.28% 12.02
Global (3.81) 7.64 8.41 -- 7.35
Aggressive Stock (13.16) (1.14) 14.51 -- 16.54
FIXED INCOME SERIES:
Money Market (4.46) (0.10) 2.39 4.25 5.38
Intermediate Govt. Securities (12.72) 0.19 -- -- 2.97
<FN>
- ------------

* The "Since Inception" dates are as follows: Conservative Investors
(October 2, 1989); Growth Investors (October 2, 1989); Growth & Income
(October 1, 1993); Common Stock (January 13, 1976); Global (August 27, 1987);
Aggressive Stock (January 27, 1986); Money Market (July 13, 1981); and
Intermediate Government Securities (April 1, 1991).
</TABLE>

RATE OF RETURN DATA FOR INVESTMENT FUNDS

The following tables (which reflect the second calculation method described
above) provide you with information on rates of return on an annualized,
cumulative and year-by-year basis.

All rates of return presented are time-weighted and include reinvestment of
investment income, including interest and dividends. Cumulative rates of
return reflect performance over a stated period of time. Annualized rates of
return represent the annual rate of growth that would have produced the same
cumulative return, if performance had been constant over the entire period.

Performance data of the Money Market and Common Stock Funds for the periods
prior to March 22, 1985, reflect the investment results of two open-end
management separate accounts (the "predecessor separate accounts") which were
reorganized in unit investment trust form. The "since inception" figures for
these Funds are based on the date of inception of the predecessor separate
accounts. This performance data has been adjusted to reflect the maximum
investment advisory fee payable for the corresponding Portfolio of the Trust
as well as an assumed charge of 0.06% for direct operating expenses.

Performance data for the remaining Investment Funds reflect (i) the
investment results of the corresponding Portfolios of the Trust from the date
of inception of those Portfolios and (ii) the actual investment advisory fee
and direct operating expenses of the relevant Portfolio.

The performance data for all periods has also been adjusted to reflect the
Separate Account mortality and expense risk charge, and the asset based
admin-

<PAGE>

istrative charge equal to a total of 1.15% relating to the Certificates, as
well as the Trust's expenses.

BENCHMARKS

Market indices are not subject to any charges for investment advisory fees,
brokerage commission or other operating expenses typically associated with a
managed portfolio. Nor do they reflect other charges such as the mortality
and expense risk charge and the asset based administrative charge under the
Certificates. Comparisons with these benchmarks, therefore, are of limited
use. We include them because they are widely known and may help you to
understand the universe of securities from which each Portfolio is likely to
select its holdings. Benchmark data reflect the reinvestment of dividend
income.

PORTFOLIO INCEPTION DATES AND COMPARATIVE BENCHMARKS:

Asset Allocation Series:

CONSERVATIVE INVESTORS: October 2, 1989; 70% Lehman Treasury Bond Composite
Index and 30% Standard & Poor's 500 Index.

GROWTH INVESTORS: October 2, 1989; 30% Lehman Government/Corporate Bond Index
and 70% Standard & Poor's 500 Index.

Equity Series:

GROWTH & INCOME: October 1, 1993; 75% Standard & Poor's 500 Index and 25%
Value Line Convertible Index.

COMMON STOCK: January 13, 1976; Standard & Poor's 500 Index which includes
reinvested dividends.

GLOBAL: August 27, 1987; Morgan Stanley Capital International World Index.

AGGRESSIVE STOCK: January 27, 1986; 50% Standard & Poor's 500 Mid-Cap Total
Return Index and 50% Russell 2000 Small Stock Index.

Fixed Income Series:

MONEY MARKET: July 13, 1981; Salomon Brothers Three-Month T-Bill Index.

INTERMEDIATE GOVERNMENT SECURITIES: April 1, 1991; Lehman Intermediate
Government Bond Index.

The Lipper Variable Insurance Products Performance Analysis Survey (Lipper)
records the performance of a large group of variable annuity products,
including managed separate accounts of insurance companies. According to
Lipper Analytical Services, Inc., the data are presented net of investment
management fees, direct operating expenses and asset-based charges applicable
under insurance policies or annuity contracts. Lipper data provide a more
accurate picture than market benchmarks of the Accumulator performance
relative to other variable annuity products.

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:*

<PAGE>

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:* (CONTINUED)

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
-------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
GLOBAL 3.49% 9.80% 9.66% -- -- 9.03%
Lipper Global (2.40) 7.58 4.57 -- -- 3.52
Benchmark 5.08 6.85 3.67 -- -- 4.97
AGGRESSIVE STOCK (5.86) 1.30 15.43 -- -- 17.27
Lipper Small Company Growth (2.68) 20.63 12.56 -- -- 14.45
Benchmark (0.94) 7.46 9.65 -- -- 11.41
FIXED INCOME SERIES:
MONEY MARKET 2.84 2.33 3.77 5.05% -- 6.31
Lipper Money Market 2.62 2.15 3.56 4.94 -- 6.46
Benchmark 4.22 3.63 4.90 5.98 -- 7.19
INTERMEDIATE GOVERNMENT
SECURITIES (5.42) 2.55 -- -- -- 4.93
Lipper U.S. Government (4.94) 2.87 -- -- -- 5.57
Benchmark (1.75) 4.36 -- -- -- 6.55
<FN>
- ------------

* See footnote on next page.
</TABLE>

CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:*

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
--------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE INVESTORS (5.32)% 8.36% 35.02% -- -- 38.81%
Lipper Income (3.13) 16.75 44.72 -- -- 48.12
Benchmark (1.97) 16.24 45.93 -- -- 50.68
GROWTH INVESTORS (4.64) 12.65 81.31 -- -- 88.03
Lipper Flexible Portfolio (3.65) 14.00 40.35 -- -- 41.66
Benchmark (0.13) 18.54 49.63 -- -- 53.39
EQUITY SERIES:
GROWTH & INCOME (1.95) -- -- -- -- (2.50)
Lipper Growth & Income (1.62) -- -- -- -- 0.04
Benchmark 0.01 -- -- -- -- 2.30
COMMON STOCK (3.70) 21.20 50.06 266.48% 610.21% 846.46
Lipper Growth (2.42) 16.11 46.28 205.37 472.97 753.79
Benchmark 1.32 19.95 51.64 283.20 662.68 938.20
GLOBAL 3.49 32.51 58.79 -- -- 88.89
Lipper Global (2.40) 24.49 25.04 -- -- 29.26
Benchmark 5.08 21.99 19.74 -- -- 42.79
AGGRESSIVE STOCK (5.86) 3.95 105.30 -- -- 315.16
Lipper Small Company Growth (2.68) 75.55 80.72 -- -- 236.98
Benchmark (0.94) 24.10 58.49 -- -- 162.45
FIXED INCOME SERIES:
MONEY MARKET 2.84 7.18 20.37 63.67 -- 128.07
Lipper Money Market 2.62 6.60 19.12 62.02 -- 132.86
Benchmark 4.22 11.29 26.99 78.68 -- 155.41
<FN>
- ------------
* See footnote on next page.
</TABLE>

<PAGE>

CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:* (CONTINUED)

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
--------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
INTERMEDIATE GOVERNMENT
SECURITIES (5.42)% 7.86% -- -- -- 19.84 %
Lipper U.S. Government (4.94) 8.85 -- -- -- 22.56
Benchmark (1.75) 13.65 -- -- -- 26.89
</TABLE>

YEAR-BY-YEAR RATES OF RETURN*

1982 1983 1984 1985 1986 1987
-------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE
INVESTORS -- -- -- -- -- --
GROWTH INVESTORS -- -- -- -- -- --
EQUITY SERIES:
GROWTH & INCOME -- -- -- -- -- --
COMMON STOCK** 16.21% 24.64% (3.08)% 31.88% 15.99% 6.25%
GLOBAL -- -- -- -- -- (13.62)
AGGRESSIVE STOCK -- -- -- -- 34.43 6.07
FIXED INCOME SERIES:
MONEY MARKET** 11.71 7.69 9.58 6.91 5.38 5.41
INTERMEDIATE
GOVERNMENT
SECURITIES -- -- -- -- -- --
</TABLE>

1988 1989 1990 1991 1992 1993 1994
-------- ------- -------- -------- -------- -------- ---------
<C> <C> <C> <C> <C> <C> <C>

-- 2.80% 5.17% 18.47% 4.57% 9.49% (5.32)%
-- 3.71 9.34 47.20 3.73 13.94 (4.64)

-- -- -- -- -- (0.54) (1.95)
21.03% 24.16 (9.17) 36.31 2.02 23.40 (3.70)
9.92 25.28 (7.15) 29.05 (1.66) 30.16 3.49
(0.03) 41.86 6.92 84.72 (4.29) 15.43 (5.86)

6.09 7.93 7.00 4.96 2.34 1.81 2.84

-- -- -- 11.11 4.38 9.31 (5.42)
</TABLE>
- ------------

* Returns do not reflect the distribution fee, the withdrawal charge,
the guaranteed minimum death benefit charge and the annual contract fee.

<TABLE>
<CAPTION>
** Prior to 1982 the Year-by-Year Rates of Return were: 1976 1977 1978 1979 1980 1981
------ ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK 8.19% (10.27)% 6.99% 28.32% 48.34% (6.93)%
MONEY MARKET - - - - - 5.70
</TABLE>

COMMUNICATING PERFORMANCE DATA

In reports or other communications or in advertising material, we may
describe general economic and market conditions affecting the Separate
Account and the Trust and may compare the performance of the Investment Funds
with (1) that of other insurance company separate accounts or mutual funds
included in the rankings prepared by Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS or similar investment services that monitor the
performance of insurance company separate accounts or mutual funds, (2) other
appropriate indices of investment securities and averages for peer universes
of funds which are shown under "Benchmarks" and "Fund Inception Dates and
Comparative Benchmarks" in this Part 3, or (3) data developed by us derived
from such indices or averages. The Morningstar Variable Annuity/Life Report
consists of nearly 700 variable life and annuity funds, all of which report
their data net of investment management fees, direct operating expenses and
separate account charges. VARDS is a monthly reporting service that monitors
approximately 760 variable life and variable annuity funds on performance and
account information. Advertisements or other communications furnished to

present or prospective Certificate Owners may also include evaluations of an
Investment Fund or Portfolio by financial publications that are nationally
recognized such as Barron's, Morningstar's Variable Annuity Sourcebook,
Business Week, Chicago Tribune, Forbes, Fortune, Institutional Investor,
Investment Adviser, Investment Dealer's Digest, Investment Management Weekly,
Los Angeles Times, Money, Money Management Letter, Kiplinger's Personal
Finance, Financial Planning, National Underwriter, Pension & Investments, USA
Today, Investor's Daily, The New York Times, and The Wall Street Journal.

MONEY MARKET FUND AND INTERMEDIATE GOVERNMENT SECURITIES FUND YIELD
INFORMATION

The current yield and effective yield of the Money Market Fund and
Intermediate Government

<PAGE>

Securities Fund may appear in reports and promotional material to current or
prospective Certificate Owners.

Money Market Fund

Current yield for the Money Market Fund will be based on net changes in a
hypothetical investment over a given seven-day period, exclusive of capital
changes, and then "annualized" (assuming that the same seven-day result would
occur each week for 52 weeks). "Effective yield" is calculated in a manner
similar to that used to calculate current yield, but when annualized, any
income earned by the investment is assumed to be reinvested. The "effective
yield" will be slightly higher than the "current yield" because any earnings
are compounded weekly. Money Market Fund yields and effective yields assume
the deduction of all Certificate charges and expenses other than the
distribution fee, withdrawal charge, guaranteed minimum death benefit charge
and any premium tax charges. See "Part 4: Money Market Fund and Intermediate
Government Securities Fund Yield Information" in the SAI.

Intermediate Government Securities Fund

Current yield for the Intermediate Government Securities Fund will be based
on net changes in a hypothetical investment over a given 30-day period,
exclusive of capital changes, and then "annualized" (assuming that the same
30-day result would occur each month for 12 months). "Effective yield" is
calculated in a manner similar to that used to calculate current yield, but
when annualized, any income earned by the investment is assumed to be
reinvested. The "effective yield" will be slightly higher than the "current
yield" because any earnings are compounded monthly.

Intermediate Government Securities Fund yields and effective yields assume
the deduction of all Certificate charges and expenses other than the
distribution fee, withdrawal charge, guaranteed minimum death benefit charge
and any premium tax charges. See "Part 4: Money Market Fund and Intermediate
Government Securities Fund Yield Information" in the SAI.

<PAGE>
- ------------------------------------------------------------------------------
PART 4: THE GUARANTEED PERIOD ACCOUNT
- ------------------------------------------------------------------------------
GUARANTEE PERIODS

Each amount allocated to a Guarantee Period and held to the Period's
Expiration Date accumulates interest at a Guaranteed Rate. The Guaranteed
Rate for each allocation is the annual interest rate applicable to new
allocations to that Guarantee Period, which was in effect on the Transaction
Date for the allocation. We use the term GUARANTEED PERIOD AMOUNT to refer to
the amount allocated to and accumulated in each Guarantee Period. The
Guaranteed Period Amount is reduced or increased by any market value
adjustment as a result of withdrawals, transfers or charges (see below).

Your Guaranteed Period Account contains the Guarantee Periods to which you
have allocated Annuity Account Value. On the Expiration Date of a Guarantee
Period, its Guaranteed Period Amount and its value in the Guaranteed Period
Account are equal. We call the Guaranteed Period Amount on an Expiration Date
the Guarantee Period's Maturity Value. We report the Annuity Account Value in
your Guaranteed Period Account to reflect any market value adjustment that
would apply if all Guaranteed Period Amounts were withdrawn as of the
calculation date. The Annuity Account Value in the Guaranteed Period Account
on any Business Day, therefore, will be the sum of the present value of the
Maturity Value in each Guarantee Period, using the Guaranteed Rate in effect
for new allocations to each such Guarantee Period on such date.

Guarantee Periods and Expiration Dates

We currently offer Guarantee Periods ending on February 15 for each of the
maturity years 1996 through 2005. On January 1, 1996 a Guarantee Period
maturing on February 15, 2006 will become available and the Guarantee Period
expiring on February 15, 1996 will no longer be available for new
allocations.

Not all Guarantee Periods will be available to Annuitants ages 71 and above.
See "Allocation of Contributions" in Part 5. As Guarantee Periods expire we
expect to add maturity years so that generally 10 are available in all states
at any time.

We will not accept allocations to a Guarantee Period if, on the Transaction
Date:

o Such Transaction Date and the Expiration Date for such Guarantee Period
fall within the same calendar year.
o The Guaranteed Rate is 3%.
o The Guarantee Period has an Expiration Date beyond the latest permissible
Annuity Commencement Date.

Guaranteed Rates and Price Per $100 of Maturity Value

Because the Maturity Value of a contribution allocated to a Guarantee Period
can be determined at the time it is made, you can determine the amount
required to be allocated to a Guarantee Period in order to produce a target
Maturity Value (assuming no transfers or withdrawals are made and no charges
are allocated to the Guarantee Period). The required amount is the present
value of that Maturity Value at the Guaranteed Rate on the Transaction Date
for the contribution, which may also be expressed as the price per $100 of
Maturity Value on such Transaction Date.

Guaranteed Rates for new allocations as of November 1, 1995 and the related
price per $100 of Maturity Value for each currently available Guarantee
Period were as follows:

GUARANTEE
PERIODS WITH GUARANTEED
EXPIRATION DATE RATE AS OF PRICE PER $100
FEBRUARY 15 OF NOVEMBER 1, OF MATURITY
MATURITY YEAR 1995 VALUE
- --------------- ------------- --------------
1996 4.40% $98.76
1997 4.60 94.35
1998 4.77 89.87
1999 4.89 85.45
2000 4.94 81.30
2001 5.00 77.23
2002 5.12 73.02
2003 5.16 69.28
2004 5.28 65.26
2005 5.39 61.38

Allocation Among Guarantee Periods

The same approach as described above may also be used to determine the amount
which you would need to allocate to each Guarantee Period in order to create
a series of constant Maturity Values for two or more years.

For example, if you wish to have $100 mature on February 15 of each of years
1997 through 2001,

<PAGE>

then according to the above table the lump sum contribution you would have to
make as of November 1, 1995 would be $428.20 (i.e., the sum of the price per
$100 of Maturity Value for each maturity year from 1997 through 2001).

The above table is provided to illustrate the use of present value
calculations. It does not take into account the potential for charges to be
deducted or withdrawals or transfers from Guarantee Periods. Actual
calculations will also be based on Guaranteed Rates on each actual
Transaction Date, which may differ.

Options at Expiration Date

We will notify you on or before December 31st prior to the Expiration Date of
each Guarantee Period in which you have any Guaranteed Period Amount. You may
elect one of the following options to be effective at the Expiration Date,
subject to the restrictions set forth on the prior page and under "Allocation
of Contributions" in Part 5:

(a) to transfer the Maturity Value into any Guarantee Period we are then
offering, or into any of our Investment Funds; or

(b) to withdraw the Maturity Value (subject to any withdrawal charges which
may apply).

If we have not received your election as of the Expiration Date, the Maturity
Value in the expired Guarantee Period will be transferred into the Guarantee
Period with the earliest Expiration Date.

MARKET VALUE ADJUSTMENT FOR
TRANSFERS, WITHDRAWALS OR SURRENDER
PRIOR TO THE EXPIRATION DATE

Any withdrawal (including transfers, surrenders and deductions) from a
Guarantee Period prior to its Expiration Date will cause any remaining
Guaranteed Period Amount for that Guarantee Period to be increased or
decreased by a market value adjustment. The amount of the adjustment will
depend on two factors: (a) the difference between the Guaranteed Rate
applicable to the amount being withdrawn and the Guaranteed Rate on the
Transaction Date for new allocations to a Guarantee Period with the same
Expiration Date, and (b) the length of time remaining until the Expiration
Date. In general, if interest rates have risen between the time when an
amount was originally allocated to a Guarantee Period and the time it is
withdrawn, the market value adjustment will be negative, and vice versa; and
the longer the period of time remaining until the Expiration Date, the
greater the impact of the interest rate difference. Therefore, it is possible
that a significant rise in interest rates could result in a substantial
reduction in your Annuity Account Value in the Guaranteed Period Account
related to longer term Guarantee Periods.

The market value adjustment (positive or negative) resulting from a
withdrawal of all funds from a Guarantee Period will be determined for each
contribution allocated to that Guarantee Period as follows:

(1) We determine the present value of the Maturity Value on the Transaction
Date as follows:

(a) We determine the Guaranteed Period Amount that would be payable on the
Expiration Date, using the applicable Guaranteed Rate.

(b) We determine the period remaining in your Guarantee Period (based on the
Transaction Date) and convert it to fractional years based on a 365 day
year. For example three years and 12 days becomes 3.0329.

(c) We determine the current Guaranteed Rate which applies on the Transaction
Date to new allocations to the same Guarantee Period.

(d) We determine the present value of the Guaranteed Period Amount payable at
the Expiration Date, using the period determined in (b) and the rate
determined in (c).

(2) We determine the Guaranteed Period Amount as of the current date.

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

<PAGE>

Guarantee Periods, the "current Guaranteed Rate" will be determined in
accordance with our procedures then in effect. For purposes of calculating
the market value adjustment only, we reserve the right to add up to 0.25% to
the current rate in (1)(c) above.

DEATH BENEFIT AMOUNT

The death benefit provided with respect to the Guaranteed Period Account is
equal to the Annuity Account Value in the Guaranteed Period Account or, if
greater, the sum of the Guaranteed Period Amounts in each Guarantee Period.
See "Annuity Account Value" in Part 5.

INVESTMENTS

Contributions received under the Certificates and allocated to Guarantee
Periods will be held in a "nonunitized" separate account established by
Equitable Life under the laws of New York. A nonunitized separate account is
a separate account in which the Certificate Owner has no claim on, or
participation in the performance of, the assets held in the account.
Investments purchased with amounts allocated to the Guaranteed Period Account
are the property of Equitable Life. Any favorable investment performance on
the assets held in the separate account accrues solely to Equitable Life's
benefit. Equitable Life may, subject to applicable state law, transfer all
assets allocated to the separate account to its general account. Regardless
of whether assets supporting Guaranteed Period Accounts are held in a
separate account or our general account, all benefits relating to the Annuity
Account Value in the Guaranteed Period Account are guaranteed by Equitable
Life.

Equitable Life has no specific formula for establishing the Guaranteed Rates
for the Guarantee Periods. Equitable Life expects the rates to be influenced
by, but not necessarily correspond to, among other things, the yields on the
fixed income securities to be acquired with amounts that are allocated to the
Guarantee Periods at the time that the Guaranteed Rates are established. Our
current plans are to invest such amounts in fixed income obligations,
including corporate bonds, mortgage backed and asset backed securities and
government and agency issues having durations in the aggregate consistent
with those of the Guarantee Periods.

Although the foregoing generally describes Equitable Life's plans for
investing the assets supporting Equitable Life's obligations under the fixed
portion of the Certificates, Equitable Life is not obligated to invest those
assets according to any particular plan except as may be required by state
insurance laws, nor will the Guaranteed Rates Equitable Life establishes be
determined by the performance of the nonunitized separate account.

General Account

Our general account supports all of our policy and contract guarantees,
including those applicable to the Guaranteed Period Account, as well as our
general obligations.

The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Because of
applicable exemptions 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 1940 Act.
Accordingly, the general account is not subject to regulation under the 1933
Act or the 1940 Act. However, the market value adjustment interests under the
Certificates are registered under the 1933 Act.

<PAGE>
- ------------------------------------------------------------------------------
PART 5: PROVISIONS OF THE CERTIFICATES AND SERVICES WE PROVIDE
- ------------------------------------------------------------------------------
The provisions of your Certificate may be restricted by applicable laws or
regulations.

AVAILABILITY OF THE CERTIFICATES

The Certificates are available for Annuitant issue ages 20 through 78. These
Certificates may not be available in all states.

CONTRIBUTIONS UNDER THE CERTIFICATES

Your initial contribution must be at least $10,000.

Subsequent contributions may be made in an amount of at least $1,000 at any
time. Subsequent contributions may no longer be made once the Annuitant
reaches age 78. We may refuse to accept any contributions if the sum of all
contributions under a Certificate would then total more than $1,500,000.

Contributions are credited as of the Transaction Date.

METHODS OF PAYMENT

Except as indicated below, all contributions must be made by check. All
contributions made by check must be drawn on a bank or credit union in the
U.S., in U.S. dollars and made payable to Equitable Life. All checks are
accepted subject to collection. All contributions should be sent to Equitable
Life at our Processing Office address designated for contributions.

Wire Transmittals

We will accept, by agreement with broker-dealers who use wire transmittals,
transmittal of initial contributions by wire order from the broker-dealer to
the Processing Office. Such transmittals must be accompanied by essential
information we require to allocate the contribution.

Contributions accepted by wire order will be invested at the value next
determined following receipt for contributions allocated to the Investment
Funds. Contributions allocated to the Guaranteed Period Account will receive
the Guaranteed Rate(s) in effect for the applicable Guarantee Period(s) on
the date contributions are received. Wire orders not accompanied by complete
information, may be retained for a period not exceeding five Business Days
while an attempt is made to obtain the required information. If the required
information cannot be obtained within those five Business Days, the
Processing Office will inform the broker-dealer, on behalf of the applicant,
of the reasons for the delay and return the contribution immediately to the
applicant, unless the applicant specifically consents to our retaining the
contribution until the required information is received by the Processing
Office.

Notwithstanding the acceptance by us of the wire order and the essential
information, however, a Certificate will not be issued until the receipt and
acceptance of a properly completed application. During the time from receipt
of the initial contribution until a signed application is received from the
Certificate Owner, no other financial transactions may be requested.

If an application is not received within ten days of receipt of the initial
contribution via wire order, or if an incomplete application is received and
cannot be completed within ten days of receipt of the initial contribution,
the amount of the initial contribution will be returned to the applicant.

After your Certificate has been issued, subsequent contributions may be
transmitted by wire.

ALLOCATION OF CONTRIBUTIONS

You have two options from which to choose for allocation of your
contributions: Self-Directed Allocation and Principal Assurance.

Self-Directed Allocation

You design your own investment program by allocating your contributions among
the Investment Options in any way you choose. Your contributions may be
allocated to one or up to all of the available Investment Options at any
time. We allocate contributions among the Investment Options according to
your allocation percentages. Allocations must be in whole percentages.
Allocation percentages can be changed at any time by writing to our
Processing Office, or by telephone. The change will be effective on the
Transaction Date and will remain in effect for future contributions unless
another change is requested. Allocation of the initial contribution is
subject to the provisions for the free look period. See "Free Look Period"
below. Allocation of any contribution to the Guaranteed Period Account is
subject to the following restrictions.

o No more than 60% of any contribution may be allocated to the Guaranteed
Period Account.

<PAGE>

However, if your initial contribution is $250,000 or more, this
restriction does not apply and the total amount of any contribution may
be allocated to the Guaranteed Period Account.

o For Annuitants ages 71 through 74, allocations may not be made to a
Guarantee Period with a maturity year that would exceed the year in
which the Annuitant will attain age 80. For Annuitants ages 75 and
above, allocations may be made only to Guarantee Periods with
maturities of five years or less; however, in no event may allocations
be made to Guarantee Periods with maturities beyond the latest
permissible Annuity Commencement Date.

Principal Assurance

This option is designed to assure that your Maturity Value in a specified
Guarantee Period equals your initial contribution, while at the same time
allowing you to invest in the Investment Funds. The maturity year you select
for such specified Guaranteed Period may not be later than 10 years nor
earlier than seven years. However, in no event may you elect a year beyond
the year in which the Annuitant will attain age 80. In order to accomplish
this strategy, we will allocate a portion (equal to the present value) of
your initial contribution to a Guarantee Period based on the year you select.
See "Guaranteed Rates and Price Per $100 of Maturity Value" in Part 4. You
may allocate the balance of your contribution to the Investment Funds in any
way you choose. Such allocations to the Investment Funds must be in whole
percentages. Allocation of the portion of your initial contribution to the
Investment Funds is subject to the provisions for the free look period. See
"Free Look Period" below.

Principal Assurance may only be elected at issue of your Certificate and
assumes no withdrawals or transfers of the amount allocated to the specified
Guarantee Period.

Subsequent contributions must be allocated under "Self-Directed Allocation"
described above.

Allocations to the Investment Funds

A contribution allocated to an Investment Fund purchases Accumulation Units
in that Investment Fund based on the Accumulation Unit Value for that
Investment Fund computed on the Transaction Date.

Allocations to the Guaranteed Period Account

Contributions allocated to the Guaranteed Period Account will have the
Guaranteed Rate for the specified Guarantee Period offered on the Transaction
Date.

FREE LOOK PERIOD

You have the right to examine the Accumulator Certificate for a period of 10
days after you receive it, and to return it to us for a refund. You cancel it
by sending it to our Processing Office. The free look is extended if your
state requires a refund period of longer than 10 days. This right applies
only to the initial owner of a Certificate.

Your refund will equal the Annuity Account Value reflecting any investment
gain or loss, and any positive or negative market value adjustment, through
the date we receive your Certificate at our Processing Office. Some states
may require that we calculate the refund differently. In those states that
require that we calculate the refund differently, we may require that your
initial contribution to the Investment Funds be allocated to the Money Market
Fund until the end of the free look period.

We follow these same procedures if you change your mind before a Certificate
has been issued, but after a contribution has been made. See "Part 8: Tax
Aspects of the Certificates" for possible consequences of canceling your
Certificate during the free look period.

If you cancel your Certificate during the free look period, we may require
that you wait six months before you may apply for a Certificate with us
again.

ANNUITY ACCOUNT VALUE

The Annuity Account Value is the sum of the Annuity Account Values in the
Investment Funds and the Guaranteed Period Account.

Annuity Account Value in Investment Funds

The Annuity Account Value in an Investment Fund on any Business Day is equal
to the number of Accumulation Units in that Investment Fund times the
Accumulation Unit Value for the Investment Fund for that date. The number of
Accumulation Units in an Investment Fund at any time is equal to the sum of
Accumulation Units purchased by contributions and transfers less the sum of
Accumulation Units redeemed for withdrawals, transfers or deductions for
charges.

The number of Accumulation Units purchased or sold in any Investment Fund
equals the dollar amount of the transaction divided by the Accumulation Unit
Value for that Investment Fund for the applicable Transaction Date.

The number of Accumulation Units will not vary because of any later change in
the Accumulation Unit Value. The Accumulation Unit Value varies

<PAGE>

with the investment performance of the corresponding Portfolios of the Trust,
which in turn reflects the investment income and realized and unrealized
capital gains and losses of the Portfolios, as well as the Trust fees and
expenses. The Accumulation Unit Value is also stated after deduction of the
Separate Account asset charges relating to the Certificates. A description of
the computation of the Accumulation Unit Value is found in the SAI.

Accumulation Unit Values

The Accumulation Unit Value for each Investment Fund will be set at $10.00 on
the date each Fund receives initial funds. For each subsequent Valuation
Period, the Accumulation Unit Value will be the Accumulation Unit Value for
the immediately preceding Valuation Period multiplied by the net investment
factor for that subsequent Valuation Period. For information on the net
investment factor, see "Part 1--Accumulation Unit Values" in the SAI.

Annuity Account Value in Guaranteed Period
Account

The Annuity Account Value in the Guaranteed Period Account on any Business
Day will be the sum of the present value of the Maturity Value in each
Guarantee Period, using the Guaranteed Rate in effect for new allocations to
such Guarantee Period on such date. (This is equivalent to the Guaranteed
Period Amount increased or decreased by the full market value adjustment.)
The Annuity Account Value, therefore, may be higher or lower than the
contributions (less withdrawals) accumulated at the Guaranteed Rate. At the
Expiration Date the Annuity Account Value in the Guaranteed Period Account
will equal the Maturity Value. See "Part 4: The Guaranteed Period Account."

TRANSFERS AMONG INVESTMENT OPTIONS

At any time prior to the Annuity Commencement Date, you may transfer all or
portions of your Annuity Account Value among the Investment Options, subject
to the following restrictions.

o No transfers are permitted to or from the Guaranteed Period Account
or among the Guarantee Periods during the first Contract Year and only
one transfer per Contract Year may be made thereafter.

o The amount transferred to or from the Guaranteed Period Account or
among the Guarantee Periods must be at least $2,000 or, if less, the
entire Annuity Account Value may be transferred from the Guaranteed
Period Account or among the Guarantee Periods. Similarly, the entire
Annuity Account Value in the Investment Funds may be transferred to the
Guaranteed Period Account.

o Transfers out of the Guaranteed Period Account or among the Guarantee
Periods other than at the Expiration Date will be subject to a market
value adjustment. See "Part 4: The Guaranteed Period Account."

o Transfers to Guarantee Periods are subject to the restrictions set
forth under "Guarantee Periods and Expiration Dates" in Part 4 and are
limited based on the attained age of the Annuitant. See "Allocation of
Contributions" above.

Transfer requests must be made directly to our Processing Office. Your
request for a transfer should specify your Certificate number, the amounts or
percentages to be transferred and the Investment Options to and from which
the amounts are to be transferred. Your transfer request may be in writing or
by telephone.

For telephone transfer requests, 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.
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 restrict, in our sole discretion, the use of an agent acting under a
power of attorney, such as a market timer, on behalf of more than one
Certificate Owner to effect transfers. Any agreements to use market timing
services to effect transfers are subject to our rules then in effect and must
be on a form satisfactory to us.

A transfer request will be effective on the Transaction Date and the transfer
to or from Investment Funds will be made at the Accumulation Unit Value next
computed after the Transaction Date. All transfers will be confirmed in
writing.

DOLLAR COST AVERAGING

<PAGE>

Accumulation Unit is low and fewer Accumulation Units are purchased if the
value per Accumulation Unit is high. Therefore, a lower average value per
Accumulation Unit may be achieved over the long term. This plan of investing
allows you to take advantage of market fluctuations but does not assure a
profit or protect against a loss in declining markets.

The dollar cost averaging option may be elected at the time you apply for the
Certificate or at a later date. The minimum amount that may be transferred
each month is $250. The maximum amount which may be transferred is equal to
the Annuity Account Value in the Money Market Fund at the time the option is
elected, divided by 12.

The transfer date will be the same calendar day each month as the Contract
Date. If, on any transfer date, the Annuity Account Value in the Money Market
Fund is equal to or less than the amount you have elected to have
transferred, the entire amount will be transferred and the dollar cost
averaging option will end. You may change the transfer amount once each
Contract Year, or cancel this option by sending us satisfactory notice to our
Processing Office at least seven calendar days before the next transfer date.

WITHDRAWALS

The Accumulator is an annuity contract, even though you may elect to receive
your benefits in a non- annuity form. You may take withdrawals from your
Certificate before the Annuity Commencement Date and while the Annuitant is
alive. Two withdrawal options are available: Lump Sum Withdrawals and
Periodic Withdrawals. Withdrawals may result in withdrawal charges. See "Part
6: Deductions and Charges." Withdrawals may also be taxable and subject to
tax penalty. See "Part 8: Tax Aspects of the Certificates."

Amounts withdrawn from the Guaranteed Period Account, other than at the
Expiration Date, will result in a market value adjustment. See "Market Value
Adjustment for Withdrawals, Transfers or Surrender Prior to the Expiration
Date" in Part 4.

As a deterrent to early withdrawal (generally prior to age 59 1/2 ) the Code
provides certain penalties. We may also be required to withhold income taxes
from the amount distributed. These rules are outlined in "Part 8: Tax Aspects
of the Certificates."

o LUMP SUM WITHDRAWALS--After the first Contract Year, you may take a
withdrawal once per Contract Year at any time during such Contract Year.
The minimum amount of such withdrawal is $1,000. A request to withdraw
more than 90% of the Cash Value as of the date of the withdrawal will
result in the termination of the Certificate and will be treated as a
surrender of the Certificate for its Cash Value. See "Surrendering the
Certificates to Receive the Cash Value," below.

To make a Lump Sum Withdrawal, you must submit a request satisfactory to us
which specifies the Investment Options from which the Lump Sum Withdrawal
will be taken. If we have received the information we require, the
requested withdrawal will become effective on the Transaction Date and
proceeds will usually be mailed within seven calendar days thereafter, but
we may delay payment as described in "When Payments Are Made" below. If we
receive only partially completed information, our Processing Office will
contact you for specific instructions before your request can be processed.

o PERIODIC WITHDRAWALS--Periodic Withdrawals provide level percentage or
level amount payouts. You may choose to receive Periodic Withdrawals on a
quarterly or annual frequency. You select a dollar amount or percentage
of the Annuity Account Value to be withdrawn, subject to a maximum of
2.5% quarterly and 10.0% annually, but in no event may any payment be
less than $250. If at the time a Periodic Withdrawal is to be made, the
withdrawal amount would be less than $250, no payment will be made and
your Periodic Withdrawal election will terminate.

You select the date of the month when the withdrawals will be made, but you
may not choose a date later than the 28th day of the month. If no date is
selected, withdrawals will be made on the same calendar day of the month as
the Contract Date. The commencement of payments under the Periodic
Withdrawal option may not be elected to start sooner than 28 days after
issue of the Certificate.

You may elect Periodic Withdrawals at any time by completing the proper
form and sending it to our Processing Office. You may change the payment
frequency of your Periodic Withdrawals once each Contract Year or cancel
this withdrawal option at any time by sending notice in a form satisfactory
to us. The notice must be received at our Processing Office at least seven
calendar days prior to the next scheduled withdrawal date. You may also
change the amount or percentage of your Periodic Withdrawals once in each
Contract Year. However, you may not change the amount or percentage in any
Contract Year where you have previously taken another withdrawal under the
Lump Sum Withdrawal option described above.

<PAGE>

Unless you specify otherwise, Periodic Withdrawals will be withdrawn on a
pro rata basis from your Annuity Account Value in the Investment Funds. If
there is insufficient value or no value in the Investment Funds, any
additional amount of the withdrawal required or the total amount of the
withdrawal, as applicable, will be withdrawn from the Guarantee Periods in
order of the earliest Expiration Date(s) first.

Withdrawal Charges

Withdrawals in excess of the 15% free corridor amount may be subject to a
withdrawal charge. See "Withdrawal Charge" in Part 6.

DEATH BENEFIT

When the Annuitant Dies

Generally, upon receipt of proof satisfactory to us of the Annuitant's death,
prior to the Annuity Commencement Date, we will pay the death benefit to the
beneficiary named in your Certificate. You designate the beneficiary at the
time you apply for the Certificate. While the Certificate is in effect, you
may change your beneficiary by writing to our Processing Office. The change
will be effective on the date the written submission was signed. The death
benefit payable will be determined as of the date we receive such proof of
death and any required instructions as to the method of payment.

The death benefit is equal to the sum of:

(1) the Annuity Account Value in the Investment Funds, or, if greater, the
guaranteed minimum death benefit defined below; and

(2) the death benefit provided with respect to the Guaranteed Period Account.
See "Part 4: The Guaranteed Period Account."

Guaranteed Minimum Death Benefit (GMDB)

Applicable to Certificates issued in all states except
- -----------------------------------------------------------------------------
New York
--------

(1) At the end of the seventh Contract Year, the GMDB calculated on such date
will be set at the then GMDB determined above or, if greater, the current
Annuity Account Value in the Investment Funds.

(2) Interest will be calculated at the effective annual GMDB interest rate of
6% for Annuitant issue ages 69 and under; 3% for issue ages 70 through 74;
and 0% for issue ages 75 and above, except with respect to amounts in the
Money Market Fund and the Intermediate Government Securities Fund where the
interest credit will be based on the lesser of the applicable interest rate
above and the actual rate of return for the Money Market Fund for the
Contract Year such amounts are invested. Contributions, transfers and
withdrawals during the Contract Year will be taken into account. The above
applicable GMDB interest rate will be reduced once subsequent contributions
exceed certain levels as explained in (3) below.

(3) Depending on the Annuitant's issue age, the GMDB interest rate may be
reduced based on the ratio of total contributions made after a specified age
to net contributions* made prior to that age. The specified ages and ratios
are shown in the table below; the interest rate is shown in the applicable
ratio column.

- ----------------------------------------------------
REDUCED GMDB INTEREST RATES
RATIO OF
CONTRIBUTIONS ON OR
AFTER THE SPECIFIED
AGE TO NET
CONTRIBUTIONS* BEFORE
THE SPECIFIED AGE
---------------------
100% MORE
SPECIFIED THROUGH THAN
ISSUE AGE AGE 250% 250%
- ------------- ------------- ----------- --------
0-69 70 3% 0%
70-74 75 0% 0%
75+ N/A 0% 0%

There is no reduction in the GMDB interest rate if
the ratio is less than 100%.

*Net contributions are determined on the Processing
Date after the Annuitant reaches the specified age
and are defined as cumulative contributions made
under the Certificate prior to the specified age,
minus cumulative withdrawals made under the
Certificate prior to the specified age.

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

Applicable to Certificates issued in New York
- ---------------------------------------------

<PAGE>

the current GMDB and the current Annuity Account Value in the Investment
Funds. On no date (except possibly at the end of the seventh Contract Year)
however, will the GMDB be greater than (a) the portion of the initial
contribution allocated to the Investment Funds, plus (b) any subsequent
contributions and transfers into the Investment Funds, less (c) any transfers
and withdrawals from such Funds, plus (d) interest (in accordance with (2)
above) that is credited on each Processing Date plus (e) any amount by which
the GMDB is increased due to the seventh Contract Year reset in (1) above.

See Appendix II for an example of the calculation of the GMDB.

How Withdrawals and Transfers Affect the GMDB

Whenever a withdrawal or transfer from the Investment Funds is made, the GMDB
is immediately reduced by the amount of the withdrawal or transfer. In
addition, a "special adjustment" will be made to the GMDB on the next
Processing Date to realign the GMDB with the Annuity Account Value. The
special adjustment will be made to the GMDB if on the next Processing Date
following a withdrawal or transfer from the Investment Funds, both (i) the
Annuity Account Value is less than the GMDB, and (ii) the sum of the
withdrawals and transfers from the Investment Funds during the Contract Year
prior to such Processing Date is greater than the difference between the GMDB
(before reduction for withdrawals and transfers from the Investment Funds
during the Contract Year) and "GMDB contributions." GMDB contributions are
equal to the sum of all contributions made plus all transfers into the
Investment Funds, plus at the time of any seventh Contract Year reset, the
amount by which the GMDB is increased to match the then current Annuity
Account Value. Such GMDB contributions are not reduced by withdrawals or
transfers from the Investment Funds. See Appendix III for a further
discussion and an example of the special adjustment.

How Payment is Made

We will pay the death benefit to the beneficiary in the form of the income
annuity option you have chosen under your Certificate. If no income annuity
option has been chosen at the time of the Annuitant's death, the beneficiary
will receive the death benefit in a lump sum. However, subject to certain
exceptions in the Certificate, Equitable Life's rules then in effect and any
other applicable requirements under the Code, the beneficiary may elect to
apply the death benefit to one or more income annuity options offered by
Equitable Life. See "Income Annuity Options" below. Note that if you are both
the Certificate Owner and the Annuitant, only a life annuity or an annuity
that does not extend beyond the life expectancy of the beneficiary may be
elected.

Successor Annuitant

If you are both the Certificate Owner and the Annuitant and you elect your
spouse to be both the sole primary beneficiary and the successor Annuitant/
Certificate Owner, then no death benefit is payable until your surviving
spouse's death.

WHEN THE CERTIFICATE OWNER DIES
BEFORE THE ANNUITANT

When you are not the Annuitant and you die before the Annuity Commencement
Date, the beneficiary named to receive the death benefit upon the Annuitant's
death will automatically succeed as Certificate Owner (unless you name a
different person as a successor Owner in a written form acceptable to us and
send it to our Processing Office). The Certificate provides that the original
Certificate Owner's entire interest in the Certificate be completely
distributed to the named beneficiary by the fifth anniversary of such Owner's
death (unless an income annuity option is elected and payments begin within
one year after the Certificate Owner's death and are made over the
beneficiary's life or over a period not to exceed the beneficiary's life
expectancy). If an income annuity option has not been elected, as described
above, on the fifth anniversary of your death, we will pay any Annuity
Account Value remaining on such date, less any applicable withdrawal charge.
If the successor Certificate Owner is your surviving spouse, no distributions
are required as long as both the surviving spouse and the Annuitant are
living.

CASH VALUE

The Cash Value under the Certificate fluctuates daily with the investment
performance of the Investment Funds you have selected and reflects any upward
or downward market value adjustment. See "Part 4: The Guaranteed Period
Account." We do not guarantee any minimum Cash Value except for amounts in a
Guarantee Period held to the Expiration Date. On any date before the Annuity
Commencement Date while the Certificate is in effect, the Cash Value is equal
to: (1) the Annuity Account Value; (2) less any withdrawal charge; and (3)
less any annual contract fee incurred but not yet deducted. The free corridor
amount will not apply when calculating the withdrawal charge applicable upon
a surrender. See "Part 6: Deductions and Charges."

SURRENDERING THE CERTIFICATES TO
RECEIVE THE CASH VALUE

You may surrender a Certificate to receive the Cash Value at any time while
the Annuitant is living and before the Annuity Commencement Date.

<PAGE>

For a surrender to be effective, we must receive your written request and the
Certificate at our Processing Office. The Cash Value will be determined on
the Transaction Date. All benefits under the Certificate will be terminated
as of that date. You may receive the Cash Value in a single sum payment or
apply it under one or more of the income annuity options described below. We
will usually pay the Cash Value within seven calendar days, but we may delay
payment as described in "When Payments are Made" below.

In some cases, surrenders may have adverse tax consequences. See "Part 8: Tax
Aspects of the Certificates."

INCOME ANNUITY OPTIONS

Income annuity options provide periodic payments over a specified period of
time which may be fixed or may be based on the Annuitant's life. Annuity
forms of payment are calculated as of the Annuity Commencement Date, which is
on file with our Processing Office. You can change the Annuity Commencement
Date by writing to our Processing Office any time before the Annuity
Commencement Date. However, you may not choose a date later than the 28th day
of any month. Also, no Annuity Commencement Date will be later than the
Processing Date which follows the Annuitant's 85th birthday.

Before the Annuity Commencement Date, we will send a letter advising that
annuity benefits are available. Unless you otherwise elect, we will pay fixed
annuity benefits on the "normal form" indicated for your Certificate as of
the Annuity Commencement Date. The amount applied to provide the annuity
benefit will be (1) the Annuity Account Value for any life annuity form or
(2) the Cash Value for any period certain only annuity form except that if
the period certain is more than five years, the amount applied will be no
less than 95% of the Annuity Account Value.

Amounts in the Guarantee Periods that are applied to an income annuity option
prior to an Expiration Date will result in a market value adjustment. See
"Market Value Adjustment for Transfers, Withdrawals or Surrender Prior to the
Expiration Date" in Part 4.

ANNUITY FORMS

o Life Annuity: An annuity which guarantees payments for the rest of the
Annuitant's life. Payments end with the last monthly payment before the
Annuitant's death. Because there is no death benefit associated with this
annuity form, it provides the highest monthly payment of any of the life
income annuity options, so long as the Annuitant is living.

o Life Annuity-Period Certain: This annuity form also guarantees payments
for the rest of the Annuitant's life. In addition, if the Annuitant dies
before a specified period of time (the "certain period") has ended,
payments will continue to the beneficiary for the balance of the certain
period. Certain periods may be 5, 10, 15 or 20 years. A life annuity with
a certain period of 10 years is the normal form of annuity under the
Certificates.

o Life Annuity-Refund Certain: This annuity form guarantees payments to you
for the rest of your life. In addition, if you die before the amount
applied to purchase this annuity option has been recovered, payments will
continue to your beneficiary until that amount has been recovered. This
option is available only as a fixed annuity.

o Period Certain Annuity: This annuity form guarantees payments for a
specific period of time, usually 5, 10, 15 or 20 years, and does not
involve life contingencies.

o Joint and Survivor Life Annuity: This annuity form guarantees life income
to you and, after your death, continuation of income to the survivor.

The life annuity-period certain and the life annuity-refund certain are
available on either a single life or joint and survivor life basis.

The income annuity options outlined above are available in both fixed and
variable form, unless otherwise indicated. Fixed annuity payments are
guaranteed by us and will be based either on the tables of guaranteed annuity
payments in your Certificate or on our then current annuity rates, whichever
is more favorable for the Annuitant. Variable income annuities may be funded
through the Common Stock Fund through the purchase of annuity units. The
amount of each variable annuity payment may fluctuate, depending upon the
performance of the Common Stock Fund. That is because the annuity unit value
rises and falls depending on whether the actual rate of net investment return
(after deduction of charges) is higher or lower than the assumed base rate.
See "Annuity Unit Values" in the SAI. Variable income annuities may also be
available by separate prospectus through the Common Stock on other Funds of
other separate accounts we offer.

For all Annuitants, the normal form of annuity provides for fixed payments.
We may offer other forms not outlined here. Your registered representative
can provide details.

For each income annuity option, we will issue a separate written agreement
putting the option into effect. Before we pay any annuity benefit, we require
the return of the Certificate.

The amount of the annuity payments will depend on the amount applied to
purchase the annuity, the

<PAGE>

type of annuity chosen and, in the case of a life income annuity option, the
Annuitant's age (or the Annuitant's and joint Annuitant's ages) and in
certain instances, the sex of the Annuitant(s). Once an income annuity option
is chosen and payments have commenced, no change can be made.

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

ASSURED PAYMENT PLAN

If you are the Owner and the Annuitant, you may apply your Annuity Account
Value to purchase the Assured Payment Plan (Life Annuity with a Period
Certain), provided you meet the issue age and payment restrictions for the
Assured Payment Plan. The Assured Payment Plan, is designed to provide
guaranteed level or increasing annual payments for your life or for your life
and the life of a joint Annuitant. If the Annuity Account Value is applied
from an Accumulator Certificate to purchase the Assured Payment Plan at a
time when the dollar amount of the withdrawal charge is greater than 2% of
remaining contributions (after withdrawals), such withdrawal charge will not
be deducted. However, a new withdrawal charge schedule will apply under the
Assured Payment Plan. For purposes of the Assured Payment Plan withdrawal
charge schedule, the year in which your Annuity Account Value is applied
under the Assured Payment Plan will be "Contract Year 1." If the Annuity
Account Value is applied from the Accumulator when the dollar amount of the
withdrawal charge is 2% or less, such withdrawal charge will not be deducted
and there will be no withdrawal charge schedule under the Assured Payment
Plan. You should consider the timing of your purchase as it relates to the
potential for withdrawal charges under the Assured Payment Plan. No
subsequent contributions will be permitted under the Assured Payment Plan
Certificate.

You may also apply your Annuity Account Value to purchase the Assured Payment
Plan (Period Certain) once withdrawal charges are no longer in effect. This
version of the Assured Payment Plan provides for annual payments for a
specified period. No withdrawal charges will apply under the Assured Payment
Plan Certificate.

The Assured Payment Plan (Life Annuity with a Period Certain) and Assured
Payment Plan (Period Certain) are described in our Prospectus for the Assured
Payment Plan, dated November 1, 1995. Copies are available from your
registered representative.

To purchase this annuity form we also require the return of your Certificate.
An Assured Payment Plan Certificate will be issued putting this annuity form
into effect.

Depending upon your circumstances, this may be accomplished on a tax-free
basis. Consult your tax adviser.

WHEN PAYMENTS ARE MADE

Under applicable law, application of proceeds from the Investment Funds to a
variable annuity, payment of a death benefit from the Investment Funds,
payment of any portion of the Annuity Account Value (less any applicable
withdrawal charge) from the Investment Funds, and, upon surrender, payment of
the Cash Value from the Investment Funds will be made within seven calendar
days after the Transaction Date. Payments or application of proceeds from the
Investment Funds can be deferred for any period during which (1) the New York
Stock Exchange is closed or trading on it is restricted, (2) sales of
securities or determination of the fair value of an Investment Fund's assets
is not reasonably practicable because of an emergency, or (3) the SEC, by
order, permits us to defer payment in order to protect persons with interest
in the Investment Funds.

We can defer payment of any portion of the Annuity Account Value in the
Guaranteed Period Account (other than for death benefits) for up to six
months while you are living. We may also defer payments for any amount
attributable to a contribution made in the form of a check for a reasonable
amount of time (not to exceed 15 days) to permit the check to clear.

ASSIGNMENT

The Certificates may be assigned at any time before the Annuity Commencement
Date and for any purpose other than as collateral or security for a loan.
Equitable Life will not be bound by an assignment unless it is in writing and
we have received it at our Processing Office. In some cases, an assignment
may have adverse tax consequences. See "Part 8: Tax Aspects of the
Certificates."

DISTRIBUTION OF THE CERTIFICATES

<PAGE>

Association of Securities Dealers, Inc. EDI's principal business address is
787 Seventh Avenue, New York, New York 10019. The Certificates will be sold
by registered representatives of EDI and its affiliates, who are also our
licensed insurance agents, as well as by unaffiliated broker-dealers with
which EDI has entered into selling agreements. Broker- dealer sales
compensation (including for EDI and its affiliates) will not exceed six
percent of total contributions made under a Certificate. EDI may also receive
compensation and reimbursement for its marketing services under the terms of
its distribution agreement with Equitable Life. Broker-dealers receiving
sales compensation will generally pay a portion thereof to their registered
representatives as commission related to sales of the Certificates. The
offering of the Certificates is intended to be continuous.

<PAGE>
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PART 6: DEDUCTIONS AND CHARGES
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CHARGES DEDUCTED FROM THE
ANNUITY ACCOUNT VALUE

We allocate the entire amount of each contribution to the Investment Options
you select, subject to certain restrictions. We then periodically deduct
certain amounts from your Annuity Account Value. The charges described below
and under "Charges Deducted from the Investment Funds" below will not be
increased by us for the life of the Certificates. We may reduce certain
charges under group or sponsored arrangements. See "Group or Sponsored
Arrangements" below. Charges are deducted proportionately from all the
Investment Funds in which your Annuity Account Value is invested on a pro
rata basis, except as noted below.

Distribution Fee

If your initial contribution is less than $250,000, we deduct a sales load
annually in an amount of 0.35% of each contribution received during the first
Contract Year. This sales load is deducted on each of the seven Processing
Dates (so long as the Certificate is in force) following receipt of each such
contribution. See "Example" below. If your initial contribution is $250,000
or more, the sales load is zero.

Withdrawal Charge

A withdrawal charge will be imposed as a percentage of each contribution made
to the extent that a withdrawal exceeds the free corridor amount, or if the
Certificate is surrendered to receive its Cash Value. We determine the
withdrawal charge separately for each contribution in accordance with the
table below.

CONTRACT YEAR
1 2 3 4 5 6 7 8+
------ ------ ------ ------ ------ ------ ------ -----
Percentage of
Contribution 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0%

The applicable withdrawal charge percentage is determined by the Contract
Year in which the withdrawal is made or the Certificate is surrendered,
beginning with "Contract Year 1" with respect to each contribution withdrawn
or surrendered. For each contribution, the Contract Year in which we receive
that contribution is "Contract Year 1."

The withdrawal charge is deducted from the Investment Options from which each
such withdrawal is made in proportion to the amount being withdrawn from each
Investment Option.

Free Withdrawal Amount (Free Corridor)

No withdrawal charge will be applied during any Contract Year in which the
amount withdrawn does not exceed 15% of the Annuity Account Value at the
beginning of the Contract Year minus any amount previously withdrawn
during that Contract Year. The 15% maximum is called the free corridor
amount. Any withdrawal requested that exceeds the free corridor amount
will be subject to the withdrawal charge. The 15% free corridor amount is
not applicable to a surrender.

For purposes of calculating the withdrawal charge, (1) we treat contributions
as being withdrawn on a first-in first-out basis, and (2) amounts withdrawn
up to the free corridor amount are not considered a withdrawal of any
contributions. Although we treat contributions as withdrawn before earnings
for purposes of calculating the withdrawal charge, the Federal income tax law
treats earnings as withdrawn first. See "Part 8: Tax Aspects of the
Certificates."

The withdrawal charge is to help cover sales expenses. Because of the way the
distribution fee is calculated the distribution fee and the withdrawal charge
combined will never exceed the 7.0% maximum withdrawal charge.

Example--The example below illustrates how the withdrawal charge and the
distribution fee would be calculated upon a withdrawal. This example assumes
an initial contribution of $12,000 and subsequent contributions of $12,000
each in the second and third Contract Years for total contributions under the
Certificate of $36,000. It also assumes a withdrawal from the Investment
Funds at the beginning of the fourth Contract Year of 25% of an Annuity
Account Value of $40,000.

The total withdrawal amount would be $10,000 ($40,000 x .25). In this case,
$6,000 ($40,000 x .15) would be the free corridor amount and could be
withdrawn without imposition of a withdrawal charge. The balance of $4,000
($10,000 - $6,000) would be considered a withdrawal of a part of the initial
contribution of $12,000. This contribution would be subject to a 4.0%
withdrawal charge of $160 ($4,000 x .04) as indicated in the chart above.

The distribution fee deducted on the Processing Date following the withdrawal
would be based on the remaining initial contribution of $8,000
($12,000-$4,000).

<PAGE>

Transfer Charge

Currently there is no charge for transfers. We reserve the right to impose a
charge in the future at a maximum of $25 for each transfer among the
Investment Options in excess of five per Contract Year.

Guaranteed Minimum Death Benefit Charge

We deduct a charge for providing a minimum death benefit guarantee with
respect to the Investment Funds annually on each Processing Date. The charge
is equal to 0.35% of the GMDB in effect at such Processing Date.

If the amount collected from this charge exceeds the cost of providing the
benefits, it will be to our profit, and may be used to pay distribution
expenses not recovered from sales charges under the Certificates.

Annual Contract Fee

The annual contract fee is incurred at the beginning of the Contract Year and
deducted at the end of each Contract Year on the Processing Date. We deduct
this charge when determining the Cash Value payable if you surrender the
Certificate prior to the end of a Contract Year. The amount deducted is
determined by the amount of your initial contribution. The charge will be $30
per Contract Year if your initial contribution is less than $25,000, and zero
if your initial contribution equals $25,000 or more. This charge is to cover
a portion of our administrative expenses. See "Asset Based Administrative
Charge," below under "Charges Deducted from the Investment Funds."

Premium Taxes

Generally, we deduct any applicable charges for state and local taxes from
the amount applied to provide an income annuity option if you elect to
annuitize. In certain states, however, we may deduct the charge for taxes
from contributions rather than at the Annuity Commencement Date. The current
premium tax charge that might be imposed varies by state and ranges from 0%
to 3.5%; the rate is 1% in Puerto Rico and 5% in the Virgin Islands.

Allocation of Certain Charges to the
Guaranteed Period Account

No portion of the distribution fee or the annual contract fee will be
allocated to the Guaranteed Period Account, unless there is insufficient
value in the Investment Funds. If charges are allocated to the Guaranteed
Period Account, they will be allocated to the Annuity Account Value with
respect to the Guarantee Periods in order of the earliest Expiration Date(s)
first. If charges are allocated to the Guaranteed Period Account, you will
not receive the full Guaranteed Rate if held to the Expiration Date. See
"Market Value Adjustment for Transfers, Withdrawals or Surrender Prior to the
Expiration Date" in Part 4.

CHARGES DEDUCTED FROM THE
INVESTMENT FUNDS

Mortality and Expense Risk Charge

We will deduct a daily charge from the assets in each Investment Fund to
compensate us for mortality and expense risks. The daily charge is at the
rate of 0.002477%, which is equivalent to an annual rate of 0.90%, on the
assets in each Investment Fund. Approximately 0.60% of this annual charge is
allocated to the mortality risk and 0.30% is allocated to the expense risk.

We will realize a gain from this charge to the extent it is not needed to
provide for benefits and expenses under the Certificate. We will use any gain
for any lawful purpose including payment of distribution expenses not
recovered from sales charges under the Certificate.

The mortality risk assumed is the risk that Annuitants as a group will live
for a longer time than our actuarial tables predict. As a result, we would be
paying more in annuity income than we planned. We also assume a risk that the
mortality assumptions reflected in our guaranteed annuity payment tables,
shown in each Certificate, will differ from actual mortality experience.
Lastly, we assume a mortality risk to the extent that the guaranteed minimum
death benefit charge is insufficient to pay any amount by which such death
benefit exceeds the Cash Value of the Certificate.

The expense risk assumed is the risk that it will cost us more to issue and
administer the Certificates than we expect.

Asset Based Administrative Charge

We will deduct a daily charge from the assets in each Investment Fund, to
compensate us for a portion of the administrative expenses under the
Certificates. The daily charge is at a rate of 0.000692% (equivalent to an
annual rate of 0.25%) on the assets in each Investment Fund. The annual
contract fee and the asset based administrative charge are not designed to
produce a profit for Equitable Life.

TRUST CHARGES TO PORTFOLIOS

Investment advisory fees charged daily against the Trust's assets, direct
operating expenses of the Trust

<PAGE>

(such as trustees' fees, expenses of independent auditors and legal counsel,
bank and custodian charges and liability insurance), and certain
investment-related expenses of the Trust (such as brokerage commissions and
other expenses related to the purchase and sale of securities), are reflected
in each Portfolio's daily share price. The maximum investment advisory fees
paid annually by the Portfolios cannot be changed without a vote by
shareholders. They are as follows:

DAILY AVERAGE NET ASSETS
-------------------------------------
FIRST $350 NEXT $400 OVER $750
MILLION MILLION MILLION
----------- ----------- -----------
ASSET ALLOCATION SERIES:
Conservative Investors ... .550% .525% .500%
Growth Investors .......... .550% .525% .500%
EQUITY SERIES:
Common Stock .............. .400% .375% .350%
Global .................... .550% .525% .500%
Aggressive Stock .......... .500% .475% .450%
FIXED INCOME SERIES:
Money Market .............. .400% .375% .350%
Intermediate Govt.
Securities ................ .500% .475% .450%
FIRST NEXT OVER
$500 $500 $1
MILLION MILLION BILLION
----------- ----------- -----------

EQUITY SERIES:
Growth & Income ........... .550% .525% .500%

FIRST NEXT OVER
$500 $1 $1.5
MILLION BILLION BILLION
----------- ----------- -----------
EQUITY SERIES:
International ............. .900% .850% .800%

Investment advisory fees are established under the Trust's investment
advisory agreements between the Trust and its investment adviser, Alliance.
All of these fees and expenses are described more fully in the Trust
prospectus.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the distribution
fee, the withdrawal charge and the annual contract fee or change the minimum
initial contribution requirements. We may also change the guaranteed minimum
death benefit. Group arrangements include those in which a trustee or an
employer, for example, purchases contracts covering a group of individuals on
a group basis. Sponsored arrangements include those in which an employer
allows us to sell Certificates to its employees or retirees on an individual
basis.

Our costs for sales, administration, and mortality generally vary with the
size and stability of the group among other factors. We take all these
factors into account when reducing charges. To qualify for reduced charges, a
group or sponsored arrangement must meet certain requirements, including our
requirements for size and number of years in existence. Group or sponsored
arrangements that have been set up solely to buy Certificates or that have
been in existence less than six months will not qualify for reduced charges.

We will make these and any similar reductions according to our rules in
effect when a Certificate is approved for issue. We may change these rules
from time to time. Any variation in the distribution fee, withdrawal charge
or annual contract fee will reflect differences in costs or services and will
not be unfairly discriminatory.

Group and sponsored arrangements may be governed by the Code, the Employee
Retirement Income Security Act of 1974 (ERISA), or both. We make no
representations as to the impact of those and other applicable laws on such
programs. WE RECOMMEND THAT EMPLOYERS, TRUSTEES, AND OTHERS PURCHASING OR
MAKING CERTIFICATES AVAILABLE FOR PURCHASE UNDER SUCH PROGRAMS SEEK THE
ADVICE OF THEIR OWN LEGAL AND BENEFITS ADVISERS.

<PAGE>
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PART 7: 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.

Because the Trust is a Massachusetts business trust, annual meetings are not
required. Whenever a shareholder vote is taken, we will give Certificate
Owners the opportunity to instruct us how to vote the number of shares
attributable to their Certificates. If we do not receive instructions in time
from all Certificate Owners, we will vote the shares of a Portfolio for which
no instructions have been received in the same proportion as we vote shares
of that Portfolio for which we have received instructions. We will also vote
any shares that we are entitled to vote directly because of amounts we have
in an Investment Fund in the same proportions that Certificate Owners vote.

Each Trust share is entitled to one vote. Fractional shares will be counted.
Voting generally is on a Portfolio-by-Portfolio basis except that shares will
be voted on an aggregate basis when universal matters, such as election of
Trustees and ratification of independent auditors, are voted upon. 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 that matter.

VOTING RIGHTS OF OTHERS

Currently, we control the Trust. Trust shares are held by other separate
accounts of ours and by separate accounts of insurance companies affiliated
and unaffiliated with us. Shares held by these separate accounts will
probably be voted according to the instructions of the owners of insurance
policies and contracts issued by those insurance companies. While this will
dilute the effect of the voting instructions of the Accumulator Certificate
Owners, we currently do not foresee any disadvantages arising out of this.
The Trust's Board of Trustees intends to monitor events in order to identify
any material irreconcilable conflicts that possibly may arise and to
determine what action, if any, should be taken in response. If we believe
that the Trust's response to any of those events insufficiently protects our
Certificate Owners, we will see to it that appropriate action is taken to
protect our Certificate Owners.

SEPARATE ACCOUNT VOTING RIGHTS

If actions relating to the Separate Account require Certificate Owner
approval, Certificate Owners will be entitled to one vote for each
Accumulation Unit they have in the Investment Funds. Each Certificate Owner
who has elected a variable annuity payout may cast the number of votes equal
to the dollar amount of reserves we are holding for that annuity in the
Common Stock Fund divided by the Accumulation Unit Value for the Common Stock
Fund. We will cast votes attributable to any amounts we have in the
Investment Funds in the same proportion as votes cast by Certificate Owners.

CHANGES IN APPLICABLE LAW

The voting rights we describe in this prospectus are created under applicable
Federal securities laws. To the extent that those laws or the regulations
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.

<PAGE>
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PART 8: TAX ASPECTS OF THE CERTIFICATES
- ------------------------------------------------------------------------------
This prospectus generally covers our understanding of the current Federal
income tax rules that apply to an annuity purchased with after-tax dollars
(non-qualified annuity).

This prospectus does not provide detailed tax information and does not
address issues such as state income and other taxes or Federal gift and
estate taxes. Please consult a tax adviser when considering the tax aspects
of the Accumulator Certificates.

TAX CHANGES

The United States Congress has in the past considered and may in the future
consider proposals for legislation that, if enacted, could change the tax
treatment of annuities. In addition, the Treasury Department may amend
existing regulations, issue new regulations, or adopt new interpretations of
existing laws. State tax laws or, if you are not a United States resident,
foreign tax laws, may affect the tax consequences to you or the beneficiary.
These laws may change from time to time without notice and, as a result, the
tax consequences may be altered. There is no way of predicting whether, when
or in what form any such change would be adopted.

Any such change could have retroactive effects regardless of the date of
enactment. We suggest you consult your legal or tax adviser.

TAXATION OF NON-QUALIFIED ANNUITIES

Equitable Life has designed the Accumulator Certificate to qualify as an
"annuity" for purposes of Federal income tax law. This includes monitoring
the assets of the Trust to make sure the Separate Account complies with the
investment diversification requirements applicable to non-qualified variable
annuities. Gains in the Annuity Account Value of the Certificate generally
will not be taxable to an individual until a distribution occurs, either by a
withdrawal of part or all of its value or as a series of periodic payments.
However, there are some exceptions to this rule: (1) if a Certificate fails
the investment diversification requirements; (2) if an individual transfers a
Certificate as a gift to someone other than a spouse (or divorced spouse),
any gain in its Annuity Account Value will be taxed at the time of transfer;
(3) the assignment or pledge of any portion of the value of a Certificate
will be treated as a distribution of that portion of the Certificate; and (4)
when an insurance company (or its affiliate) issues more than one
non-qualified deferred annuity certificate or contract during any calendar
year to the same taxpayer, the certificates or contracts are required to be
aggregated in computing the taxable amount of any distribution.

Corporations, partnerships, trusts and other non-natural persons generally
cannot defer the taxation of current income credited to the Certificate
unless an exception under the Code applies.

Prior to the Annuity Commencement Date, any withdrawals which do not
terminate your total interest in the Certificate are taxable to you to the
extent there has been a gain in the Annuity Account Value. The balance of the
distribution is treated as a return of the "investment" or "basis" in the
Certificate and is not taxable. Generally, the investment or basis in the
Certificate equals the contributions made, less any amounts previously
withdrawn which were not taxable. Special rules may apply if contributions
made to another annuity certificate or contract prior to August 14, 1982 are
transferred to a Certificate in a tax-free exchange. To take advantage of
these rules, you should notify us prior to such an exchange.

If you surrender or cancel the Certificate, the distribution is taxable to
the extent it exceeds the investment in the Certificate.

Once annuity payments begin, a portion of each payment is considered to be a
tax-free recovery of investment based on the ratio of the investment to the
expected return under the Certificate. The remainder of each payment will be
taxable. In the case of a variable annuity, special rules apply if the
payments received in a year are less than the amount permitted to be
recovered tax-free. After the total investment has been recovered, future
payments are fully taxable. If payments cease as a result of death, a
deduction for any unrecovered investment will be allowed.

The taxable portion of a distribution is treated as ordinary income and is
subject to income tax withholding. See "Federal and State Income Tax
Withholding" below. In addition, a penalty tax of 10% applies to the taxable
portion of a distribution unless the distribution is (1) made on or after the
date the taxpayer attains age 59 1/2 , (2) made on or after your death, (3)
attributable to the disability of the taxpayer, (4) part of a series of
substantially equal installments as an annuity for the life (or life expect-

<PAGE>

ancy) of the taxpayer or the joint lives (or joint life expectancies) of the
taxpayer and a beneficiary, or (5) with respect to income allocable to
amounts contributed to an annuity certificate or contract prior to August 14,
1982 which are transferred to the Certificate in a tax-free exchange.

If, as a result of the Annuitant's death, the beneficiary is entitled to
receive the death benefit described in Part 5, the beneficiary is generally
subject to the same tax treatment as would apply to you, had you surrendered
the Certificate (discussed above).

If the beneficiary elects to take the death benefit in the form of a life
income or installment option, the election should be made within 60 days
after the day on which a lump sum death benefit first becomes payable and
before any benefit is actually paid. The tax computation will reflect your
investment in the Certificate.

The Certificate provides a minimum guaranteed death benefit that in certain
circumstances may be greater than either the contributions made or the
Annuity Account Value. This provision provides investment protection against
an untimely termination of a Certificate on the death of an Annuitant at a
time when the Certificate's Annuity Account Value might otherwise have
provided a lower benefit. Although we do not believe that the provision of
this benefit should have any adverse tax effect, it is possible that the IRS
could take a contrary position and could assert that some portion of the
charges for the minimum guaranteed death benefit should be treated for
Federal income tax purposes as a partial withdrawal from the Certificate. If
this were so, such a deemed withdrawal could be taxable, and for Certificate
Owners under age 59 1/2 , also subject to tax penalty.

FEDERAL AND STATE INCOME TAX
WITHHOLDING

Equitable Life is required to withhold Federal income tax on the taxable
portion of annuity payments, unless the recipient elects 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. Special
withholding rules apply to foreign recipients and United States citizens
residing outside the United States. If a recipient does not have sufficient
income tax withheld or does not make sufficient estimated income tax
payments, however, the recipient may incur penalties under the estimated
income tax rules. Recipients should consult their tax advisers to determine
whether they should elect out of withholding. Requests not to withhold
Federal income tax must be made in writing prior to receiving benefits under
the Certificate. Our Processing Office 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.

Certain states have indicated that income tax withholding will apply to
payments made from the Certificate to residents. In some states, a recipient
may elect out of state withholding. Generally, an election out of Federal
withholding will also be considered an election out of state withholding. If
you need more information concerning a particular state or any required
forms, call our Processing Office at the toll-free number and consult your
tax adviser.

A recipient of periodic payments (e.g., monthly or annual payments) which
total less than a certain Federal minimum ($13,900 taxable amount for 1995)
will generally be exempt from the Federal income tax withholding rules,
unless the recipient elects to have tax withheld. A recipient of periodic
payments which equal or exceed the Federal minimum ($13,900 taxable amount
for 1995) will generally be subject to wage-bracket type withholding (as if
such payments were payments of wages by an employer to an employee) unless
the recipient elects no withholding. A withholding election may be revoked at
any time and remains effective until revoked. 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. 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 non-periodic distribution (total or partial) 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 withheld.

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

GENERATION SKIPPING TAX

<PAGE>

lowed an aggregate generation skipping tax exemption of $1 million. If we
believe a benefit may be subject to generation skipping tax we may be
required to withhold for such tax unless we receive acceptable written
confirmation that no such tax is payable. Because these rules are complex,
you should consult with your tax adviser for specific information, especially
where benefits are passing to younger generations, as opposed to a spouse or
child.

SPECIAL RULES FOR CERTIFICATES ISSUED IN PUERTO RICO

Under current law Equitable Life treats income from Accumulator Certificates
as U.S.-source. A Puerto Rico resident is subject to U.S. taxation on such
U.S.-source income. Only Puerto Rico-source income of Puerto Rico residents
is excludable from U.S. taxation. Income from Accumulator Certificates is
also subject to Puerto Rico tax. The computation of the taxable portion of
amounts distributed from a Certificate may differ in the two jurisdictions.
Therefore, an individual might have to file both U.S. and Puerto Rico tax
returns, showing different amounts of income for each. Puerto Rico generally
provides a credit against Puerto Rico tax for U.S. tax paid. Depending on an
individual's personal situation and the timing of the different tax
liabilities, an individual may not be able to take full advantage of this
credit.

Please consult your tax adviser to determine the applicability of these rules
to your own tax situation.

IMPACT OF TAXES TO EQUITABLE LIFE

The Certificates provide that Equitable Life may charge the Separate Account
for taxes. Equitable Life can set up reserves for such taxes.

TRANSFERS AMONG INVESTMENT OPTIONS

Transfers among the Investment Funds or between the Guaranteed Period Account
and one or more Investment Funds are not taxable.

<PAGE>
- ------------------------------------------------------------------------------
PART 9: KEY FACTORS IN RETIREMENT PLANNING
- ------------------------------------------------------------------------------
INTRODUCTION

The Accumulator is available to help meet the retirement income and
investment needs of individuals. In assessing these retirement needs, some
key factors need to be addressed: (1) the impact of inflation on fixed
retirement incomes; (2) the importance of planning early for retirement; (3)
the benefits of tax-deferral; (4) the selection of an appropriate investment
strategy; and (5) the benefit of annuitization. Each of these factors is
addressed below.

Unless otherwise noted, all of the following presentations use an assumed
annual rate of return of 7.5% compounded annually. This rate of return is for
illustrative purposes only and is not intended to represent an expected or
guaranteed rate of return for any investment vehicle, including the
Accumulator. In addition, unless otherwise noted, none of the illustrations
reflect any charges that may be applied under a particular investment
vehicle, including the Accumulator. Such charges would effectively reduce the
actual return under any investment vehicle.

All earnings in these presentations are assumed to accumulate tax-deferred
unless otherwise noted. Most programs designed for retirement savings offer
tax-deferral. Monies are taxed upon withdrawal and a 10% penalty tax may
apply to premature withdrawals. Certain retirement programs prohibit early
withdrawals. See "Part 8: Tax Aspects of the Certificates." Where taxes are
taken into consideration in these presentations, a 28% tax rate is assumed.

The source of the data used by us to compile the charts which appear in this
Part 9 (other than charts 1, 2, 3, 4 and 7) is Ibbotson Associates, Inc.
Chicago. Stocks, Bonds, Bills and Inflation 1994 Yearbook (TM). All rights
reserved.

In reports or other communications or in advertising material we may make use
of these or other graphic or numerical illustrations that we prepare showing
the impact of inflation, planning early for retirement, tax-deferral,
diversification and other concepts important to retirement planning.

INFLATION

Inflation erodes purchasing power. This means that, in an inflationary
period, the dollar is worth less as time passes. Because many people live on
a fixed income during retirement, inflation is of particular concern to them.
The charts that follow illustrate the detrimental impact of inflation over an
extended period of time. Between 1964 and 1994, the average annual inflation
rate was 5.36%. As demonstrated in Chart 1, this 5.36% annual rate of
inflation would cause the purchasing power of $35,000 to decrease to only
$7,308 after 30 years.

In Chart 2, the impact of inflation is examined from another perspective.
Specifically, the chart illustrates the additional income needed to maintain
the purchasing power of $35,000 over a thirty year period. Again, the
1964-1994 historical inflation rate of 5.36% is used. In this case, $167,626
would be required to maintain the purchasing power of $35,000 after 30 years.

CHART 1

[THE FOLLOWING TABLE WAS REPRESENTED
AS A 3-D BAR GRAPH IN THE PROSPECTUS:]

<TABLE>
<S> <C>
Today............. $35,000
10 Years.......... $20,764
20 Years.......... $12,318
30 Years.......... $ 7,308

</TABLE>
[END OF GRAPHICALLY REPRESENTED DATA]

CHART 2

ANNUAL INCOME NEEDED

[THE FOLLOWING TABLE WAS REPRESENTED
AS A 3-D BAR GRAPH IN THE PROSPECTUS:]

<TABLE>
<S> <C>
Today............. $ 35,000
10 Years.......... $ 58,996
20 Years.......... $ 99,445
30 Years.......... $167,626

</TABLE>

[END OF GRAPHICALLY REPRESENTED DATA]

<PAGE>

STARTING EARLY

The impact of inflation accentuates the need to begin a retirement program
early. The value of starting early is illustrated in the following charts.

As shown in Chart 3, if an individual makes annual contributions of $2,500 to
his or her retirement program beginning at age 30, he or she would accumulate
$414,551 by age 65 under the assumptions described earlier. If that
individual waited until age 50, he or she would only accumulate $70,193 by
age 65 under the same assumptions.

CHART 3

[THE FOLLOWING TABLE WAS REPRESENTED AS
A STACKED AREA GRAPH IN THE PROSPECTUS:]

<TABLE>
<S> <C>
30 ................. $414,551
40 ................. $182,691
50 ................. $ 70,193
BLACK - Age 30 GRAY - Age 40 DOTTED - Age 50

</TABLE>
[END OF GRAPHICALLY REPRESENTED DATA]

In Table 1, the impact of starting early is demonstrated in another format.
For example, if an individual invests $300 monthly, he or she would
accumulate $387,193 in thirty years under our assumptions. In contrast, if
that individual invested the same $300 per month for 15 years, he or she
would accumulate only $97,804 under our assumptions.

TABLE 1

MONTHLY
CONTRIBUTION YEAR 10 YEAR 15 YEAR 20 YEAR 25 YEAR 30
- -------------- -------- -------- --------- --------- ---------
$ 20 $ 3,532 $ 6,520 $ 10,811 $ 16,970 $ 25,813
50 8,829 16,301 27,027 42,425 64,532
100 17,659 32,601 54,053 84,851 129,064
200 35,317 65,202 108,107 169,701 258,129
300 52,969 97,804 162,160 254,552 387,193

Chart 4 presents an additional way to demonstrate the significant impact of
starting to make contributions to a retirement program earlier rather than
later. It assumes that an individual had a goal to accumulate $250,000
(pre-tax) by age 65. If he or she starts at age 30, under our assumptions he
or she could reach the goal by making a monthly pre-tax contribution of $130
(equivalent to $93 after taxes). The total net cost for the 30 year old in
this hypothetical example would be $39,265. If the individual in this
hypothetical example waited until age 50, he or she would have to make a
monthly pre-tax contribution of $767 (equivalent to $552 after taxes) to
attain the goal, illustrating the importance of starting early.

CHART 4

GOAL: $250,000 BY AGE 65

[THE FOLLOWING TABLE WAS REPRESENTED
AS A BAR GRAPH IN THE PROSPECTUS:]

<TABLE>
<S> <C> <C> <C>
$ 93 a Month ............. 30 $39,265 $210,735
$212 a Month ............. 40 $63,641 $186,359
$552 a Month ............. 50 $99,383 $150,617
</TABLE>
BLACK - Net Cost
WHITE - Tax-Deferred Earnings at 7.5%

[END OF GRAPHICALLY REPRESENTED DATA]

TAX-DEFERRAL

Contributing to a retirement plan early is part of an effective strategy for
addressing the impact of inflation. Another part of such a strategy is to
carefully select the types of retirement programs in which to invest. In
deciding where to invest retirement contributions, there are three basic
types of programs.

The first type offers the most tax benefits, and therefore is potentially the
most beneficial for accumulating funds for retirement. Contributions are made
with pre-tax dollars or are tax-deductible and earnings grow income
tax-deferred. An example of this type of program is the deductible Individual
Retirement Annuity (IRA).

The second type of program also provides for tax deferred earnings growth;
however, contributions are made with after-tax dollars. Examples of this type
of program are non-deductible IRAs and non- qualified annuities.

The third approach to retirement savings is fully taxable. Contributions are
made with after-tax dol-

<PAGE>

lars and earnings are taxed each year. Examples of this type of program
include certificates of deposit, savings accounts, and taxable stock, bond or
mutual fund investments.

Consider an example. For the type of retirement program that offers both
pre-tax contributions and tax-deferral, assume that a $2,000 annual pre-tax
contribution is made for thirty years. In this example, the retirement funds
would be $176,363 after thirty years (assuming a 7.5% rate of return, no
withdrawals and assuming the deduction of the 1.15% Separate Account daily
asset charge and the $30 annual contract fee--but no withdrawal charge or
other charges under the Certificate, or Trust charges to Portfolios), and
such funds would be $222,309 without the effect of any charges. Assuming a
lump sum withdrawal was made in year thirty and a 28% tax bracket, these
amounts would be $126,981 and $160,062, respectively.

For the type of program that offers only tax-deferral, assume an after-tax
annual contribution of $1,440 for thirty years and the same rate of return.
The after-tax contribution is derived by taxing the $2,000 pre-tax
contribution again assuming a 28% tax bracket. In this example, the
retirement funds would be $126,275 after thirty years assuming the deduction
of charges and no withdrawals, and $160,062 without the effect of charges.
Assuming a lump sum withdrawal in year thirty, the total after-tax amount
would be $103,014 with charges deducted and $127,341 without charges as
described above.

For the fully taxable investment, assume an after-tax contribution of $1,440
for thirty years. Earnings are taxed annually. After thirty years, the amount
of this fully taxable investment is $108,046.

Keep in mind that taxable investments have fees and charges too (investment
advisory fees, administrative charges, 12b-1 fees, sales loads, brokerage
commissions, etc.). We have not attempted to apply these fees and charges to
the fully taxable amounts since this is intended merely as an example of tax
deferral.

Again, it must be emphasized that the assumed rate of return of 7.5%
compounded annually used in these examples is for illustrative purposes only
and is not intended to represent a guaranteed or expected rate of return on
any investment vehicle. Moreover, early withdrawals of tax-deferred
investments are generally subject to a 10% penalty tax.

INVESTMENT OPTIONS

Selecting an appropriate retirement program is clearly an important part of
an effective retirement planning strategy. Carefully choosing among
Investment Options is another essential component.

During the 1964-1994 period, common stock average annual returns outperformed
the average annual returns of fixed investments such as long-term government
bonds and Treasury Bills (T-Bills). See "Notes" below. Common stocks earned
an average annual return of 9.95% over this period, in contrast to 6.66% and
6.96% for the other two investment categories. Significantly, common stock
returns also outpaced inflation which grew at 5.36% over this period.

Although common stock returns have historically outpaced returns of fixed
investments, people often allocate a significant percentage of their
retirement funds to fixed return investments. Their primary concern is the
preservation of principal. Given this concern, Chart 5 illustrates the impact
of exposing only the interest generated by a fixed investment to the stock
market. In this illustration, the fixed investment is represented by a
Treasury Bill return and the stock investment is represented by the Standard
& Poor's 500 ("S&P 500").

The chart assumes that a $20,000 fixed investment was made on January 1,
1980. If the interest on that investment were to accumulate based upon the
return of the S&P 500, the total investment would have been worth $105,958 in
1994. Had the interest been reinvested in the fixed investment, the fixed
investment would have grown to $59,072. As illustrated in Chart 5,
significant opportunities for growth exist while preserving principal. See
"Notes" below.

CHART 5

$105,958 with Interest Exposed to Stock Market (S&P 500)
[THE FOLLOWING TABLE WAS REPRESENTED AS A LINE GRAPH IN THE PROSPECTUS]
<TABLE>
<CAPTION>
Market Value Market Value
Month of S&P 500 If 100% in
Ending & Fixed Acct 3 Mo. T-Bill
<S> <C> <C> <C>
1980 J 20,160 20,160
F 20,338 20,339
M 20,547 20,586
A 20,823 20,845
M 21,031 21,014
J 21,183 21,142
J 21,369 21,254
A 21,515 21,390
S 21,708 21,550
O 21,930 21,755
N 22,333 21,964

D 22,522 22,252
1981 J 22,619 22,483
F 22,888 22,724
M 23,239 22,999
A 23,386 23,247
M 23,637 23,514
J 23,878 23,832
J 24,129 24,127
A 24,156 24,436
S 24,196 24,739
O 24,659 25,039
N 25,079 25,306
D 25,118 25,527
1982 J 25,195 25,731
F 25,113 25,968
M 25,278 26,222
A 25,722 26,518
M 25,770 26,799
J 25,861 27,057
J 25,945 27,341
A 26,850 27,549
S 27,028 27,689
O 27,937 27,852
N 28,411 28,028
D 28,690 28,216
1983 J 29,131 28,410
F 29,492 28,587
M 29,965 28,767
A 30,862 28,971
M 30,943 29,171
J 31,495 29,366
J 31,284 29,584
A 31,627 29,808
S 31,938 30,035
O 31,930 30,263
N 32,348 30,475
D 32,418 30,698

1984 J 32,490 30,931
F 32,222 31,150
M 32,577 31,378
A 32,826 31,632
M 32,297 31,879
J 32,719 32,118
J 32,701 32,381
A 34,295 32,650
S 34,470 32,931
O 34,708 33,260
N 34,705 33,503
D 35,205 33,717
1985 J 36,503 33,936
F 36,845 34,133
M 37,000 34,345
A 37,089 34,592
M 38,272 34,820
J 38,673 35,012
J 38,748 35,229
A 38,744 35,423
S 38,262 35,635
O 39,208 35,867
N 40,706 36,086
D 41,803 36,320
1986 J 42,011 36,524
F 43,792 36,717
M 45,230 36,938
A 45,021 37,130
M 46,493 37,312
J 47,036 37,506
J 45,602 37,701
A 47,609 37,874
S 45,430 38,045
O 46,935 38,220
N 47,703 38,369
D 47,070 38,557
1987 J 50,789 38,719
F 52,147 38,885
M 53,115 39,068
A 52,912 39,240
M 53,327 39,389
J 55,086 39,578
J 56,925 39,760
A 58,441 39,947
S 57,685 40,127
O 49,695 40,367
N 47,333 40,509
D 49,428 40,667
1988 J 50,743 40,785
F 52,280 40,972
M 51,393 41,152
A 51,824 41,342
M 52,174 41,553
J 53,765 41,756
J 53,732 41,969
A 52,733 42,217
S 54,245 42,478
O 55,302 42,738
N 54,915 42,981
D 55,673 43,252

1989 J 58,362 43,490
F 57,529 43,755
M 58,548 44,048
A 60,672 44,343
M 62,465 44,694
J 62,377 45,011
J 66,323 45,326
A 67,365 45,662
S 67,310 45,958
O 66,344 46,271
N 67,446 46,590
D 68,687 46,874
1990 J 65,533 47,142
F 66,234 47,410
M 67,578 47,714
A 66,541 48,043
M 71,214 48,370
J 70,982 48,674
J 70,955 49,005
A 66,481 49,329
S 64,314 49,625
O 64,286 49,962
N 67,252 50,247
D 68,667 50,548
1991 J 70,922 50,811
F 74,664 51,055
M 76,053 51,280
A 76,316 51,552
M 78,820 51,794
J 76,216 52,011
J 78,945 52,266
A 80,422 52,507
S 79,523 52,748
O 80,405 52,970
N 78,042 53,176
D 84,752 53,378
1992 J 83,616 53,560
F 84,486 53,710
M 83,290 53,892
A 85,196 54,065
M 85,604 54,216
J 84,717 54,390
J 87,387 54,558
A 86,078 54,700
S 86,890 54,842
O 87,176 54,969
N 89,486 55,095
D 90,453 55,249
1993 J 91,013 55,376
F 92,016 55,498
M 93,614 55,637
A 91,858 55,770
M 93,843 55,893
J 94,136 56,033
J 93,836 56,167
A 96,699 56,308
S 96,183 56,454
O 97,774 56,578
N 97,093 56,720
D 98,087 56,850

1994 J 100,753 56,992
F 98,615 57,112
M 95,249 57,266
A 96,281 57,421
M 97,589 57,605
J 95,734 57,783
J 98,297 57,945
A 101,558 58,159
S 99,666 58,375
O 101,566 58,596
N 104,634 58,813
D 105,958 59,072
</TABLE>

[END OF GRAPHICALLY REPRESENTED DATA]

Another variation of the example in Chart 5 is to gradually transfer
principal from a fixed investment into the stock market. Chart 6 assumes that
a $20,000 fixed investment was made on January 1, 1980. For the next two
years, $540 is transferred monthly into the stock market (represented by the
S&P 500). The total investment, given this strategy,

<PAGE>

would have grown to $113,714 in 1994. In contrast, had the principal not been
transferred, the fixed investment would have grown to $59,072. See "Notes"
below.

CHART 6

$113,714 with Principal Transfer

[THE FOLLOWING TABLE WAS REPRESENTED AS A LINE GRAPH IN THE PROSPECTUS]

<TABLE>
<CAPTION>
Market Value Market Value
Month of S&P 500 If 100% in
Ending & Fixed Acct 3 Mo. T-Bil

<S> <C> <C> <C>
1980 J 20540 20160
F 20702 20339
M 20770 20586
A 21068 20845
M 21425 21014
J 21659 21142
J 22000 21254
A 22149 21390
S 22394 21550
O 22623 21755
N 23446 21964
D 23372 22252
1981 J 23246 22483
F 23569 22724
M 24053 22999
A 24031 23247
M 24246 23514
J 24324 23832
J 24514 24127
A 24051 24436
S 23651 24739
O 24397 25039
N 25087 25306
D 24857 25527
1982 J 24193 25731
F 23594 25968
M 23618 26222
A 24248 26518
M 23995 26799
J 23892 27057
J 23731 27341
A 25407 27549
S 25647 27689
O 27281 27852
N 28031 28028
D 28386 28216
1983 J 29041 28410
F 29568 28587
M 30282 28767
A 31737 28971
M 31721 29171
J 32549 29366
J 32000 29584
A 32424 29808
S 32790 30035
O 32616 30263
N 33176 30475
D 33142 30698
1984 J 33104 30931
F 32544 31150
M 32969 31378
A 33202 31632
M 32246 31879
J 32767 32118
J 32593 32381
A 34841 32650
S 34959 32931
O 35133 33260
N 35058 33503
D 35692 33717

1985 J 37434 33936
F 37844 34133
M 37970 34345
A 37984 34592
M 39531 34820
J 40023 35012
J 40038 35229
A 39976 35423
S 39254 35635
O 40428 35867
N 42341 36086
D 43701 36320
1986 J 43926 36524
F 46184 36717
M 47968 36938
A 47659 37130
M 49498 37312
J 50136 37506
J 48265 37701
A 50769 37874
S 47982 38045
O 49830 38220
N 50767 38369
D 49918 38557
1987 J 54519 38719
F 56165 38885
M 57317 39068
A 57035 39240
M 57525 39389
J 59630 39578
J 61849 39760
A 63662 39947
S 62711 40127
O 52932 40367
N 50090 40509
D 52585 40667
1988 J 54165 40785
F 55951 40972
M 54862 41152
A 55344 41342
M 55720 41553
J 57582 41756
J 57509 41969
A 56280 42217
S 58018 42478
O 59225 42738
N 58749 42981
D 59588 43252
1989 J 62695 43490
F 61691 43755
M 62824 44048
A 65234 44343
M 67232 44694
J 67118 45011
J 71581 45326
A 72728 45662
S 72661 45958
O 71544 46271
N 72760 46590
D 74150 46874
1990 J 70617 47142
F 71385 47410
M 72851 47714
A 71676 48043
M 76833 48370
J 76576 48674
J 76526 49005
A 71611 49329
S 69246 49625
O 69192 49962
N 72438 50247
D 73964 50548
1991 J 76420 50811
F 80470 51055
M 81977 51280
A 82241 51552
M 84947 51794
J 82165 52011
J 85076 52266
A 86666 52507
S 85709 52748
O 86662 52970
N 84157 53176
D 91300 53378

1992 J 90106 53560
F 91047 53710
M 89770 53892
A 91798 54065
M 92244 54216
J 91302 54390
J 94130 54558
A 92765 54700
S 93626 54842
O 93940 54969
N 96377 55095
D 97388 55249
1993 J 97994 55376
F 99055 55498
M 100732 55637
A 98899 55770
M 100989 55893
J 101297 56033
J 100991 56167
A 103992 56308
S 103458 56454
O 105136 56578
N 104425 56720
D 105474 56850
1994 J 108259 56992
F 106046 57112
M 102533 57266
A 103617 57421
M 104976 57605
J 103062 57783
J 105741 57945
A 109118 58159
S 107170 58375
O 109151 58596
N 112344 58813
D 113714 59072
</TABLE>

[END OF GRAPHICALLY REPRESENTED DATA]

NOTES

1. Common Stocks: Standard & Poor's (S&P) Composite Index is an unmanaged
weighted index of the stock performance of 500 industrial,
transportation, utility and financial companies. Results shown assume
reinvestment of dividends. Both market value and return on common stock
will vary.

2. U.S. Government Securities: Long-term Government Bonds are measured using
a one-bond portfolio constructed each year containing a bond with
approximately a 20-year maturity and a reasonably current coupon. U.S.
Treasury Bills are measured by rolling over each month a one-bill
portfolio containing, at the beginning of each month, the bill having the
shortest maturity not less than one month. U.S. Government securities are
guaranteed as to principal and interest, and if held to maturity, offer a
fixed rate of return. However, market value and return on such securities
will fluctuate prior to maturity.

The Accumulator can be an effective program for diversifying ongoing
investments between various asset categories. In addition, the Accumulator
offers special features which help address the risk associated with timing
the equity markets, such as dollar cost averaging. By transferring the same
dollar amount each month from the Money Market Fund to other Investment
Funds, dollar cost averaging attempts to shield your investment from short
term price fluctuations. This, however, does not assure a profit or protect
against a loss in declining markets.

THE BENEFIT OF ANNUITIZATION

An individual may shift the risk of outliving his or her principal by
electing a lifetime income annuity. See "Income Annuity Options," in Part 5.
Chart 7 below shows the monthly income that can be generated under various
forms of life annuities, as compared to receiving level payments of interest
only or principal and interest from the investment. Calculations in the Chart
are based on the following assumption: a $100,000 contribution was made at
one of the ages shown, annuity payments begin immediately, and a 5%
annuitization interest rate is used. For purposes of this example, principal
and interest are paid out on a level basis over 15 years. In the case of the
interest only scenario, the principal is always available and may be left to
other individuals at death. Under the principal and interest scenario, a
portion of the principal will be left at death, assuming the individual dies
within the 15 year period. In contrast, under the life annuity scenarios,
there is no residual amount left.

CHART 7
MONTHLY INCOME
($100,000 CONTRIBUTION)
<TABLE>
<CAPTION>
JOINT AND SURVIVOR*
-----------------------------------
INTEREST PRINCIPAL AND
ONLY FOR INTEREST FOR SINGLE 50% TO 66.67% TO 100% TO
ANNUITANT LIFE 15 YEARS LIFE SURVIVOR SURVIVOR SURVIVOR
- ----------- ---------- -------------- -------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Male 65 $401 $785 $ 617 $560 $544 $513
Male 70 401 785 685 609 588 549
Male 75 401 785 771 674 646 598
Male 80 401 785 888 760 726 665
Male 85 401 785 1,045 878 834 757
</TABLE>
- ------------

The numbers are based on 5% interest compounded annually and the 1983
Individual Annuity Mortality Table "a" projected with modified Scale G.
Annuity purchase rates available at annuitization may vary, depending
primarily on the annuitization interest rate, which may not be less than an
annual rate of 2.5%.

* The Joint and Survivor Annuity Forms are based on male and female
Annuitants of the same age.

<PAGE>
- ------------------------------------------------------------------------------
PART 10: INDEPENDENT ACCOUNTANTS
- ------------------------------------------------------------------------------
The consolidated financial statements and consolidated financial statement
schedules of Equitable Life for the years ended December 31, 1994 and 1993
included in Equitable Life's Annual Report on Form 10-K, incorporated by
reference in the prospectus, have been examined by Price Waterhouse LLP,
independent accountants, whose reports thereon are incorporated herein by
reference. Such consolidated financial statements and consolidated financial
statement schedules have been incorporated herein by reference in reliance
upon the reports of Price Waterhouse LLP given upon their authority as
experts in accounting and auditing.

The consolidated financial statements and consolidated financial statement
schedules of Equitable Life for the year ended December 31, 1992 included in
Equitable Life's Annual Report on Form 10-K, incorporated by reference in the
prospectus, have been examined by Deloitte & Touche LLP, independent
accountants, whose reports thereon are incorporated herein by reference. Such
consolidated financial statements and consolidated financial statement
schedules have been incorporated herein by reference in reliance upon the
reports of Deloitte & Touche LLP given upon their authority as experts in
accounting and auditing.

<PAGE>

APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE
- -----------------------------------------------------------------------------

The example below shows how the market value adjustment would be
determined and how it would be applied to a withdrawal, assuming that
$100,000 were allocated on February 15, 1996 to a Guarantee Period with an
Expiration Date of February 15, 2005 at a Guaranteed Rate of 7.00% resulting
in a Maturity Value at the Expiration Date of $183,846, and further assuming
that a withdrawal of $50,000 were made on February 15, 2000.

ASSUMED
GUARANTEED RATE ON
FEBRUARY 15, 2000
----------------------
5.00% 9.00%
---------- ----------
As of February 15, 2000 (Before Withdrawal)
- -------------------------------------------
(1) Present Value of Maturity Value, also
Annuity Account Value ..................... $144,048 $119,487
(2) Guaranteed Period Amount ............... 131,080 131,080
(3) Market Value Adjustment: (1)-(2) ...... 12,968 (11,593)
February 15, 2000 (After Withdrawal)
- -------------------------------------------
(4) Portion of (3) Associated
with Withdrawal: (3) x [$50,000 / (1)] ... $ 4,501 $ (4,851)
(5) Reduction in Guaranteed
Period Amount: [$50,000-(4)] .............. 45,499 54,851
(6) Guaranteed Period Amount: (2)-(5) ..... 85,581 76,229
(7) Maturity Value ......................... 120,032 106,915
(8) Present Value of (7), also
Annuity Account Value ..................... 94,048 69,487

You should note that under this example if a withdrawal is made when rates
have increased (from 7.00% to 9.00% in the example), a portion of a negative
market value adjustment is realized. On the other hand, if a withdrawal is
made when rates have decreased (from 7.00% to 5.00% in the example), a
portion of a positive market value adjustment is realized.

<PAGE>

APPENDIX II: GUARANTEED MINIMUM DEATH BENEFIT (GMDB) EXAMPLE
- -----------------------------------------------------------------------------

Under the Certificate the death benefit is equal to the sum of:
(1) the Annuity Account Value in the Investment Funds, or, if greater, the
GMDB (see "Guaranteed Minimum Death Benefit" (GMDB) in Part 5; and

(2) the death benefit provided with respect to the Guaranteed Period Account
(see "Death Benefit Amount" in Part 4).

The following is an example illustrating the calculation of the GMDB.
Assuming $100,000 is allocated to the Investment Funds (with no allocation to
the Money Market Fund or Intermediate Government Securities Fund), no
subsequent contributions, no transfers and no withdrawals, the GMDB for an
Annuitant age 45 would be calculated as follows:

END OF
CONTRACT ANNUITY ACCOUNT NON-NEW YORK
YEAR VALUE GMDB NEW YORK GMDB
- ---------- --------------- -------------- -------------
1 $105,000 $106,000(1) $105,000(4)
2 $108,675 $112,360(1) $108,675(4)
3 $124,976 $119,102(1) $119,102(5)
4 $135,912 $126,248(1) $126,248(5)
5 $149,503 $133,823(1) $133,823(5)
6 $149,503 $141,852(1) $141,852(5)
7 $161,463 $161,463(2) $161,463(5)
8 $161,463 $171,151(3) $161,463(4)

The Annuity Account Values for Contract Years 1 through 8 are determined
based on hypothetical rates of return of 5.00%, 3.50%, 15.00%, 8.75%, 10.00%,
0.00%, 8.00% and 0.00%, respectively.

NON-NEW YORK

(1) For Contract Years 1 through 6, the GMDB equals the initial
contribution increased by 6%.

(2) At the end of the seventh Contract Year the GMDB calculated on the 6%
increase basis on that date of $150,363 is reset to the Annuity
Account Value of $161,463 since that amount is greater.

(3) Equals the prior GMDB of $161,463 increased by 6%.

NEW YORK

(4) At the end of Contract Years 1 and 2, and again at the end of
Contract Year 8, the GMDB is equal to the Annuity Account Value.

(5) At the end of Contract Years 3, 4, 5 and 6, the GMDB is equal to the
contributions increased by 6% instead of the Annuity Account Value,
since the GMDB cannot be greater than this amount. However, at the
end of the seventh Contract Year the GMDB is equal to the Annuity
Account Value of $161,463 even though it is greater than the
contributions increased at 6% ($150,363) due to the end of the
seventh Contract Year reset.

<PAGE>

APPENDIX III: GMDB SPECIAL ADJUSTMENT
- -----------------------------------------------------------------------------

A special adjustment is made to the GMDB if on the next Processing Date
following a withdrawal or transfer from the Investment Funds, both (i) the
Annuity Account Value is less than the GMDB, and (ii) the sum of the
withdrawals and transfers from the Investment Funds during the Contract Year
prior to such Processing Date is greater than the difference between the GMDB
(before reduction for withdrawals and transfers from the Investment Funds
during the prior Contract Year) and "GMDB contributions." GMDB contributions
are equal to the sum of all contributions made plus all transfers into the
Investment Funds, plus at the time of any seventh Contract Year reset, the
amount by which the GMDB is increased to match the then current Annuity
Account Value. Such GMDB contributions are not reduced by withdrawals or
transfers from the Investment Funds.

The special adjustment will be equal to: (A) x (B) -(C):

Where:

(A) equals the GMDB (before the special adjustment and reduction for
withdrawals and transfers from the Investment Funds during the prior
Contract Year),

(B) equals (i)/(ii);
where

(i) equals the sum of withdrawals and transfers from the Investment
Funds during the prior Contract Year, and

(ii) equals the Annuity Account Value (plus any withdrawals and
transfers from the Investment Funds during the prior Contract Year), and

Example:

The following illustrates how a withdrawal would affect the non-New York GMDB
under a Certificate, assuming an initial contribution of $100,000, an Annuity
Account Value of $120,000 (with no allocation to the Money Market Fund or the
Intermediate Government Securities Fund) at the end of the fourth year and a
GMDB of $126,248 at the end of the fourth year. If no withdrawals or
transfers were to be made in the fifth year, the end of fifth year GMDB would
be $133,823. If a $60,000 withdrawal was made at the end of the fifth year
and a 0% return had been earned in the fifth year, the special adjustment
would be calculated using the above formula as follows:

(A) = $133,823

(B) = (i)/(ii) = $60,000/$120,000 = .5

(A) X (B) - (C) = [($133,823 X .5) - $60,000] = $6,911.

The end of fifth year GMDB would equal $133,823 - $60,000 - $6,911 = $66,912.

The special adjustment was necessary in this case because (i) the end of
fifth year Annuity Account Value was less than the GMDB at the end of the
fifth year and (ii) the withdrawal of $60,000 was an amount greater than the
difference between the end of the fifth year GMDB (before reduction for the
withdrawal) and the GMDB contributions. In this case, that difference was
$33,823 ($133,823 - $100,000).

<PAGE>

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

PAGE
--------
Part 1: Accumulation Unit Values 2
Part 2: Annuity Unit Values 2
Part 3: Custodian and Independent Accountants 3
Part 4: Money Market Fund and Intermediate Government 3
Securities Fund Yield Information
Part 5: Long-Term Market Trends 4
Part 6: Financial Statements 6

HOW TO OBTAIN AN ACCUMULATOR STATEMENT OF ADDITIONAL
INFORMATION
Send this request form to:
Equitable Life
Income Management Group
P.O. Box 1547
Secaucus, NJ 07096-1547

Please send me an Accumulator SAI:
---------------------------------------------------------
Name
---------------------------------------------------------
Address
---------------------------------------------------------
City State Zip

<PAGE>

INCOME MANAGERSM
ROLLOVER IRA PROSPECTUS

DATED NOVEMBER 1, 1995

COMBINATION VARIABLE AND FIXED DEFERRED ANNUITY CERTIFICATES
Issued By:
The Equitable Life Assurance Society of the United States

This prospectus describes individual retirement annuity (IRA) certificates
The Equitable Life Assurance Society of the United States (EQUITABLE LIFE,
WE, OUR and US) offers under a combination variable and fixed deferred
annuity contract (ROLLOVER IRA) issued on a group basis or as individual
contracts. Enrollment under a group contract will be evidenced by issuance of
a certificate. Certificates and individual contracts each will be referred to
as "Certificates." Under the Rollover IRA we will accept only initial
contributions that are rollover contributions or that are direct transfers
from other individual retirement arrangements, as described in this
prospectus. A minimum initial contribution of $10,000 is required to put a
Certificate into effect.

The Rollover IRA is designed to provide retirement income. Contributions
accumulate on a tax-deferred basis and can be distributed under a number of
different methods which are designed to be responsive to the owner's
(CERTIFICATE OWNER, YOU and YOUR) objectives. The distribution methods
include the IRA ASSURED PAYMENT OPTION, IRA ASSURED PAYMENT OPTION PLUS, and
a variety of payout options, including variable annuities and fixed
annuities. The IRA Assured Payment Option and IRA Assured Payment Option Plus
are also available for election in the application if you are interested in
receiving distributions rather than accumulating funds.

The Rollover IRA offers investment options (INVESTMENT OPTIONS) that permit
you to create your own strategies. These Investment Options include 9
variable investment funds (INVESTMENT FUNDS) and each Guarantee Period
(GUARANTEE PERIOD) in the Guaranteed Period Account.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
INVESTMENT FUNDS
- ------------------------------------------------------------------------------ GUARANTEE PERIODS
ASSET ALLOCATION SERIES: EQUITY SERIES: FIXED INCOME SERIES: EXPIRATION DATES:
- ---------------------------- ---------------------- ------------------------ ------------------------
O CONSERVATIVE INVESTORS O GROWTH & INCOME O MONEY MARKET FEBRUARY 15,
O GROWTH INVESTORS O COMMON STOCK O INTERMEDIATE O 1996 THROUGH 2005*
O GLOBAL GOVERNMENT SECURITIES O 1996 THROUGH 2010**
O INTERNATIONAL
O AGGRESSIVE STOCK
</TABLE>

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

*On January 1, 1996, the Guarantee Period with an Expiration Date of
February 15, 2006 will become available and the Guarantee Period expiring on
February 15, 1996 will no longer be available for new allocations.

**Available under the IRA Assured Payment Option and IRA Assured Payment
Option Plus. On January 1, 1996 a Guarantee Period with an Expiration Date of
February 15, 2011 will become available and the Guarantee Period expiring on
February 15, 1996 will no longer be available for new allocations.

This prospectus provides information about the Rollover IRA that prospective
investors should know before investing. You should read it carefully and
retain it for future reference. The prospectus is not valid unless
accompanied by a current prospectus for the Trust, which you should also read
carefully.

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Equitable Life's Annual Report on Form 10-K for the year ended December
31, 1994 is incorporated herein by reference.

<PAGE>

PROSPECTUS TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
GENERAL TERMS PAGE 4
FEE TABLE PAGE 6
PART 1: SUMMARY PAGE 9
What is the Rollover IRA? 9
Investment Options 9
Contributions 9
Transfers 9
Free Look Period 9
Services We Provide 9
Death Benefits 10
Surrendering the Certificates 10
Distribution Methods 10
Taxes 11
Deductions from Annuity
Account Value 11
Deductions from Investment
Funds 11
Trust Charges to Portfolios 11
PART 2: EQUITABLE LIFE, THE SEPARATE
ACCOUNT AND THE INVESTMENT FUNDS PAGE 12
Equitable Life 12
Separate Account No. 45 12
The Trust 12
The Trust's Investment Adviser 13
Investment Policies and Objectives of
the Trust's Portfolios 14
PART 3: INVESTMENT PERFORMANCE PAGE 15
Performance Data for a Certificate 15
Rate of Return Data for Investment
Funds 16
Communicating Performance Data 19
Money Market Fund and Intermediate
Government Securities Fund Yield
Information 20
PART 4: THE GUARANTEED PERIOD ACCOUNT PAGE 21
Guarantee Periods 21
Market Value Adjustment for Transfers,
Withdrawals or Surrender Prior to the
Expiration Date 22
Death Benefit Amount 23
Investments 23
PART 5: PROVISIONS OF THE CERTIFICATES
AND SERVICES WE PROVIDE PAGE 24
Availability of the Certificates 24
Contributions Under the Certificates 24
Methods of Payment 24
Allocation of Contributions 25
Free Look Period 25
Annuity Account Value 26
Transfers Among Investment Options 26
Dollar Cost Averaging 27
Death Benefit 27
Cash Value 28
Surrendering the Certificates to
Receive the Cash Value 28
When Payments are Made 29
Assignment 29
Distribution of the Certificates 29
PART 6: DISTRIBUTION METHODS UNDER THE
CERTIFICATES PAGE 30
IRA Assured Payment Option 30
IRA Assured Payment Option Plus 33
Withdrawals 35
Income Annuity Options 37
PART 7: DEDUCTIONS AND CHARGES PAGE 38
Charges Deducted from the Annuity
Account Value 38
Charges Deducted from the Investment
Funds 39
Trust Charges to Portfolios 39
Sponsored Arrangements 40
PART 8: VOTING RIGHTS PAGE 41
Trust Voting Rights 41
Voting Rights of Others 41
Separate Account Voting Rights 41
Changes in Applicable Law 41
PART 9: TAX ASPECTS OF THE CERTIFICATES PAGE 42
Tax-Qualified Individual Retirement
Annuities (IRAs) 42
Penalty Tax on Early Distributions 46
Tax Penalty for Insufficient
Distributions 47
Tax Penalty for Excess Distributions or
Accumulation 47
Federal and State Income Tax
Withholding 47
Generation Skipping Tax 48
Impact of Taxes to Equitable Life 48
Transfers Among Investment Options 48

Tax Changes 48
PART 10: INDEPENDENT ACCOUNTANTS PAGE 49
APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE PAGE 50
APPENDIX II: GUARANTEED MINIMUM
DEATH BENEFIT (GMDB) EXAMPLE PAGE 51
APPENDIX III: GMDB SPECIAL ADJUSTMENT PAGE 52
APPENDIX IV: EXAMPLE OF PAYMENTS
UNDER THE IRA ASSURED PAYMENT OPTION
AND IRA APO PLUS PAGE 53
APPENDIX V: IRS TAX DEDUCTION TABLE PAGE 54
STATEMENT OF ADDITIONAL INFORMATION TABLE OF
CONTENTS PAGE 55

</TABLE>

<PAGE>

GENERAL TERMS

ACCUMULATION UNIT--Contributions that are invested in an Investment Fund
purchase Accumulation Units in that Investment Fund.

ACCUMULATION UNIT VALUE--The dollar value of each Accumulation Unit in an
Investment Fund on a given date.

ANNUITANT--The individual who is the measuring life for determining annuity
benefits.

ANNUITY ACCOUNT VALUE--The sum of the amounts in the Investment Options under
the Rollover IRA Certificate. See "Annuity Account Value" in Part 5.

ANNUITY COMMENCEMENT DATE--The date on which amounts will be applied under an
income annuity option.

CASH VALUE--The Annuity Account Value minus any applicable charges.

CERTIFICATE--The Certificate issued under the terms of a group annuity
contract and any individual contract, including any endorsements.

CERTIFICATE OWNER--The person who owns a Rollover IRA Certificate and has the
right to exercise all rights under the Certificate. The Certificate Owner
must also be the Annuitant.

CODE--The Internal Revenue Code of 1986, as amended.

CONTRACT DATE--The date on which you are enrolled under the group annuity
contract, or the effective date of the individual contract. This is usually
the Business Day we receive the initial contribution at our Processing
Office.

CONTRACT YEAR--The 12-month period beginning on your Contract Date and each
anniversary of that date.

EXPIRATION DATE--The date on which a Guarantee Period ends.

GUARANTEE PERIOD--Any of the periods of time ending on an Expiration Date
that are available for investment under the Certificates.

GUARANTEED PERIOD ACCOUNT--The Account that contains the Guarantee Periods.

GUARANTEED RATE--The annual interest rate established for each allocation to
a Guarantee Period.

INVESTMENT FUNDS--The funds of the Separate Account that are available under
the Certificates.

INVESTMENT OPTIONS--The choices for investment: the Investment Funds and each
available Guarantee Period.

IRA--An individual retirement annuity, as defined in Section 408(b) of the
Code.

IRA ASSURED PAYMENT OPTION--A distribution option which provides guaranteed
lifetime income. The IRA Assured Payment Option may be elected in the
application or elected as a distribution option at a later date. Under this
option amounts are allocated to the Guarantee Periods and the Life Contingent
Annuity. No amounts may be allocated to the Investment Funds.

IRA ASSURED PAYMENT OPTION PLUS--A distribution option which provides
guaranteed lifetime income. The IRA Assured Payment Option Plus may be
elected in the application or as a distribution option at a later date. Under
this option amounts are allocated to the Guarantee Periods, the Life
Contingent Annuity and to the Investment Funds. The amount in the Investment
Funds is then systematically converted to increase the guaranteed lifetime
income.

LIFE CONTINGENT ANNUITY--Provides guaranteed lifetime income beginning at a
future date. Amounts may only be applied under the Life Contingent Annuity
through election of the IRA Assured Payment Option and the IRA Assured
Payment Option Plus.

MATURITY VALUE--The amount in a Guarantee Period on its Expiration Date.

PORTFOLIOS--The portfolios of the Trust that correspond to the Investment
Funds of the Separate Account.

<PAGE>

PROCESSING OFFICE--The address to which all contributions, written requests
(e.g., transfers, withdrawals, etc.) or other written communications must be
sent. See "Services We Provide" in Part 1.

SAI--The statement of additional information for the Separate Account under
the Rollover IRA.

SEPARATE ACCOUNT--Equitable Life's Separate Account No. 45.

TRUST--The Hudson River Trust, a mutual fund in which the assets of separate
accounts of insurance companies are invested.

VALUATION PERIOD--Each Business Day together with any preceding non-business
days.

<PAGE>

FEE TABLE

The purpose of this fee table is to assist you in understanding the various
costs and expenses you may bear directly or indirectly under the Certificate
so that you may compare them with other similar products. The table reflects
both the charges of the Separate Account and the expenses of the Trust.
Premium tax charges may also be applicable. For a complete description of the
charges under the Certificate, see "Part 7: Deductions and Charges." For a
complete description of the Trust's charges and expenses, see the prospectus
for the Trust.

As explained in Part 4, the Guarantee Periods are not a part of the Separate
Account and are not covered by the fee table and examples. The only charge
shown in the Table which will be deducted from amounts allocated to the
Guarantee Periods is the withdrawal charge. However, if there is insufficient
value in the Investment Funds, all or a portion of the annual contract fee,
if any, may be deducted from your Annuity Account Value in the Guaranteed
Period Account rather than the Investment Funds. See "Part 7: Deductions and
Charges." A market value adjustment (either positive or negative) also may be
applicable as a result of a withdrawal, transfer or surrender of amounts from
a Guarantee Period. See "Part 4: The Guaranteed Period Account."

OWNER TRANSACTION EXPENSES (DEDUCTED FROM ANNUITY ACCOUNT VALUE)

WITHDRAWAL CHARGE AS A PERCENTAGE OF CONTRIBUTIONS (percentage deducted upon
surrender or for certain withdrawals. The applicable withdrawal charge
percentage is determined by the Contract Year in which the withdrawal is
made or the Certificate is surrendered beginning with "Contract Year 1"
with respect to each contribution withdrawn or surrendered. For each
contribution, the Contract Year in which we receive that contribution is
"Contract Year 1")(1)

<TABLE>
<CAPTION>
CONTRACT
YEAR
- ----------
<S> <C>
1 ... 7.00%
2 ... 6.00
3 ... 5.00
4 ... 4.00
5 ... 3.00
6 ... 2.00
7 ... 1.00
8 + . 0.00
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Transfer Charge (2) ............................................................................. $0.00
GUARANTEED MINIMUM DEATH BENEFIT CHARGE (percentage deducted annually on each Processing Date
as a percentage of the guaranteed minimum death benefit then in effect)(3) .................... 0.20%
ANNUAL CONTRACT FEE (DEDUCTED FROM ANNUITY ACCOUNT VALUE ON EACH PROCESSING DATE)(4)
- -----------------------------------------------------------------------------------------------
If the initial contribution is less than $25,000 .............................................. $30
If the initial contribution is $25,000 or more ................................................ $0
SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF ASSETS IN EACH INVESTMENT FUND)
- -----------------------------------------------------------------------------------------------
MORTALITY AND EXPENSE RISK CHARGE .............................................................. 0.90%
ASSET BASED ADMINISTRATIVE CHARGE .............................................................. 0.25%
-------
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES ........................................................ 1.15%
=======
</TABLE>

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

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIOS
-----------------------------------------------------------
CONSERVATIVE GROWTH GROWTH & COMMON
INVESTORS INVESTORS INCOME STOCK GLOBAL
-------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
Investment Advisory Fee 0.55% 0.54% 0.55% 0.36% 0.54%
Other Expenses 0.04% 0.05% 0.23% 0.02% 0.15%
-------------- ----------- ---------- -------- --------
TOTAL TRUST ANNUAL EXPENSES(5) 0.59% 0.59% 0.78% 0.38% 0.69%
============== =========== ========== ======== ========
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE
AGGRESSIVE MONEY GOVT.
INTERNATIONAL STOCK MARKET SECURITIES

--------------- ------------ -------- --------------
<S> <C> <C> <C> <C> <C>
Investment Advisory Fee 0.90% 0.47% 0.40% 0.50%
Other Expenses 0.41% 0.02% 0.02% 0.06%
--------------- ------------ -------- --------------
TOTAL TRUST ANNUAL EXPENSES(5) 1.31% 0.49% 0.42% 0.56%
=============== ============ ======== ==============
</TABLE>

<PAGE>

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

Notes:

(1) Deducted upon a withdrawal with respect to amounts in excess of the
15% (10% under certain distribution options) free corridor amount,
and upon a surrender. See "Part 7: Deductions and Charges,"
"Withdrawal Charge."

(2) We reserve the right to impose a charge in the future at a maximum of
$25 for each transfer among the Investment Options in excess of five
per Contract Year.

(3) See "Part 7: Deductions and Charges," "Guaranteed Minimum Death
Benefit Charge."

(4) This charge is incurred at the beginning of the Contract Year and
deducted on the Processing Date. See "Part 7: Deductions and
Charges," "Annual Contract Fee."

(5) Expenses shown for all Portfolios except the International Portfolio
are for the fiscal year ended December 31, 1994. The amount shown for
the International Portfolio, which was established on April 3, 1995,
is an estimate. The investment advisory fee for each Portfolio may
vary from year to year depending upon the average daily net assets of
the respective Portfolio of the Trust. The maximum investment
advisory fees, however, cannot be increased without a vote of that
Portfolio's shareholders. The other direct operating expenses will
also fluctuate from year to year depending on actual expenses. See
"Trust Charges to Portfolios" in Part 7.

EXAMPLES

IF YOU SURRENDER YOUR CERTIFICATE AT THE END OF EACH PERIOD SHOWN, THE
EXPENSES WOULD BE:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------- ---------
<S> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $90.65 $117.77
Growth Investors 90.65 117.77
EQUITY SERIES:
Growth & Income 92.54 123.47
Common Stock 88.57 111.44
Global 91.65 120.78
International 97.81 139.29
Aggressive Stock 89.66 114.76
FIXED INCOME SERIES:
Money Market 88.96 112.64
Intermediate Government
Securities 90.36 116.87
</TABLE>

<PAGE>

IF YOU DO NOT SURRENDER YOUR CERTIFICATE AT THE END OF EACH PERIOD SHOWN, THE
EXPENSES WOULD BE:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------- ---------
<S> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $22.77 $70.15
Growth Investors 22.77 70.15
EQUITY SERIES:
Growth & Income 24.66 75.86
Common Stock 20.69 63.82
Global 23.77 73.16
International 29.93 91.67
Aggressive Stock 21.78 67.14
FIXED INCOME SERIES:
Money Market 21.08 65.02
Intermediate Government
Securities 22.48 69.26
<FN>
- ------------

Notes:

(1) The amount accumulated could not be paid in the form of an annuity at
the end of any of the periods shown in the examples. If the amount
applied to purchase an annuity is less than $2,000, or the initial
payment is less than $20 we may pay the amount to the payee in a
single sum instead of as payments under an annuity form. See "Income
Annuity Options" in Part 6. The examples do not reflect charges for
state premium or other applicable state or local taxes that may also
be deducted in certain jurisdictions.
</TABLE>

<PAGE>

PART 1: SUMMARY

The following Summary is qualified in its entirety by the terms of the
Certificate when issued and the more detailed information appearing elsewhere
in this prospectus (see "Prospectus Table of Contents").

WHAT IS THE ROLLOVER IRA?

The Rollover Individual Retirement Annuity (IRA) is designed to provide for
retirement income through the investment of rollover contributions, direct
transfers from other individual retirement arrangements and additional IRA
contributions. The Rollover IRA features a combination of Investment Options,
consisting of Investment Funds providing variable returns and Guarantee
Periods providing guaranteed interest. The Rollover IRA also makes available
distribution methods under the Choice Income Plan which includes the IRA
Assured Payment Option and IRA Assured Payment Option Plus (which can be
applied for in the application or at a later date). Withdrawal options and
fixed and variable income annuity options are also available.

The Rollover IRA and/or the IRA Assured Payment Option and IRA Assured
Payment Plus may not be available in all states.

INVESTMENT OPTIONS

The Rollover IRA offers the following Investment Options which permit you to
create your own strategy for retirement savings. All available Investment
Options may be selected under a Certificate.

INVESTMENT FUNDS

o Asset Allocation Series: the Conservative Investors and Growth Investors
Funds

o Equity Series: the Growth & Income, Common Stock, Global, International
and Aggressive Stock Funds

o Fixed Income Series: the Money Market and Intermediate Government
Securities Funds

GUARANTEE PERIODS

o Guarantee Periods maturing in each of calendar years 1996 through 2005. A
Guarantee Period maturing in calendar year 2006 will become available on
January 1, 1996.

o Guarantee Periods maturing in 1996 through 2010 under the IRA Assured
Payment Option and IRA Assured Payment Option Plus. A Guarantee Period
maturing in calendar year 2011 will become available on January 1, 1996.

o On January 1, 1996 the Guarantee Period maturing on February 15, 1996
will no longer be available for new allocations.

CONTRIBUTIONS

o To put a Certificate into effect, you must contribute at least $10,000 in
the form of either a rollover contribution or a direct
custodian-to-custodian transfer from one or more other individual
retirement arrangements.

o Subsequent contributions may be made in an amount of at least $1,000.
Subsequent contributions must not exceed $2,000 for any taxable year,
except for additional rollover contributions or direct transfers, both of
which are unlimited. We may refuse to accept any contribution if the sum
of all contributions under a Certificate would then total more than
$1,500,000.

TRANSFERS

Under the Rollover IRA, you may make an unlimited number of transfers among
the Investment Funds. However, there are restrictions for transfers to and
from the Guaranteed Period Account and among the Guarantee Periods. Transfers
from a Guarantee Period may result in a market value adjustment. Transfers
among Investment Options are currently free of charge. Transfers among the
Investment Options are not taxable.

FREE LOOK PERIOD

You have the right to examine the Rollover IRA Certificate for a period of 10
days after you receive it, and to return it to us for a refund. You may
cancel it by sending it to our Processing Office. Your refund will equal the
Annuity Account Value, reflecting any investment gain or loss, and any
positive or negative market value adjustment, through the date we receive

your Certificate at our Processing Office.

SERVICES WE PROVIDE

O REGULAR REPORTS

o Statement of your Certificate values as of the last day of the calendar
year;

<PAGE>

o Three additional reports of your Certificate values each year;

o Annual and semi-annual statements of the Separate Account and the Trust;
and

o Written confirmation of financial transactions.

O TOLL-FREE TELEPHONE SERVICES

o Call 1-800-789-7771 for a recording of daily Accumulation Unit Values and
Guaranteed Rates applicable to the Guarantee Periods. Also call during
our regular business hours to speak to one of our customer service
representatives.

O PROCESSING OFFICE

o FOR CONTRIBUTIONS SENT BY REGULAR MAIL:

Equitable Life
Income Management Group
Post Office Box 13014
Newark, NJ 07188-0014

o FOR CONTRIBUTIONS SENT BY EXPRESS MAIL:

Equitable Life
c/o First Chicago National Processing Center
300 Harmon Meadow Boulevard, 3rd Floor
Attn: Box 13014
Secaucus, NJ 07094

o FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS)
SENT BY REGULAR MAIL:

Equitable Life
Income Management Group
P.O. Box 1547
Secaucus, NJ 07096-1547

o FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS, WITHDRAWALS)
SENT BY EXPRESS MAIL:

Equitable Life
Income Management Group
200 Plaza Drive
Secaucus, NJ 07096

DEATH BENEFITS

If you die before the Annuity Commencement Date, the Rollover IRA provides a
death benefit. The beneficiary will be paid the greater of the Annuity
Account Value in the Investment Funds and the guaranteed minimum death
benefit, plus any death benefit provided with respect to the Guaranteed
Period Account.

SURRENDERING THE CERTIFICATES

DISTRIBUTION METHODS

IRA ASSURED PAYMENT OPTION

The IRA Assured Payment Option provides guaranteed lifetime income. You
initially receive annual payments during a fixed period. These payments
represent distributions of the Maturity Values of serially maturing Guarantee
Periods on their Expiration Dates. During the fixed period you can take
withdrawals from your Annuity Account Value. After the fixed period ends,
annual payments are made out of the Life Contingent Annuity.

The Life Contingent Annuity does not have a Cash Value or an Annuity Account
Value. There is no death benefit under the Life Contingent Annuity and income
is paid only if you (or a joint Annuitant) are living at the date annuity
benefits begin.

IRA ASSURED PAYMENT OPTION PLUS

The IRA Assured Payment Option Plus is a variation of the IRA Assured Payment
Option. The IRA Assured Payment Option Plus enables you to keep a portion of
your Annuity Account Value in the Investment Funds while periodically
converting such Annuity Account Value to increase the guaranteed lifetime
income under the IRA Assured Payment Option. When you elect the IRA Assured
Payment Option Plus, a portion of your initial contribution or Annuity
Account Value, as applicable, is allocated to the IRA Assured Payment Option

to provide a minimum guaranteed lifetime income, and the remaining
contribution or Annuity Account Value is allocated to the Investment Funds.
Every three years during the fixed period, a portion of the remaining Annuity
Account Value in the Investment Funds is applied to increase the guaranteed
annual payments under the IRA Assured Payment Option.

WITHDRAWALS

o Minimum Distribution Withdrawals--You may also withdraw funds annually
under our Minimum Distribution Withdrawals option, which is designed to
meet the minimum distribution requirements set forth in the Code. The
minimum withdrawal amount is $250.

<PAGE>

o Substantially Equal Payment Withdrawals--If you are below age 59 1/2 ,
this withdrawal option is designed to allow you to withdraw funds
annually and not have a 10% penalty tax apply. This is accomplished by
distribution of substantially equal periodic payments over your life
expectancy or over the joint life expectancies of you and your spouse. If
you change or stop such distributions before the later of age 59 1/2 or
five years from the date of the first distribution, the 10% penalty tax
may apply.

Withdrawals may be subject to a withdrawal charge and withdrawals from
Guarantee Periods prior to their Expiration Date will result in a market
value adjustment. Withdrawals may be subject to income tax and tax penalty.

INCOME ANNUITY OPTIONS

The Certificates also provide income annuity options to which amounts may be
applied at the Annuity Commencement Date. The income annuity options are
offered on a fixed and variable basis.

TAXES

Generally, any earnings on contributions made to the Certificate will not be
included in your taxable income until distributions are made from the
Certificate. Also, distributions prior to your attaining age 59 1/2 may be
subject to tax penalty.

DEDUCTIONS FROM ANNUITY
ACCOUNT VALUE

Withdrawal Charge

A withdrawal charge will be imposed as a percentage of the initial and each
subsequent contribution if (i) a Lump Sum Withdrawal exceeds the 15% free
corridor amount (10% free corridor amount while either the IRA Assured
Payment Option or IRA Assured Payment Option Plus is in effect) or, (ii) a
Minimum Distribution Withdrawal, when added to a Lump Sum Withdrawal
previously taken in the same Contract Year, exceeds the 15% free corridor, or
(iii) if the Certificate is surrendered. We deter- mine the withdrawal charge
separately for each contribution in accordance with the table below.

The applicable withdrawal charge percentage is determined by the Contract
Year in which the withdrawal is made or the Certificate is surrendered,
beginning with "Contract Year 1" with respect to each contribution withdrawn
or surrendered. For purposes of the table, for each contribution the Contract
Year in which we receive that contribution is "Contract Year 1."

Guaranteed Minimum Death Benefit Charge

We deduct annually on each Processing Date an amount equal to 0.20% of the
guaranteed minimum death benefit in effect on such Processing Date.

Annual Contract Fee

The charge will be $30 per Contract Year if your initial contribution is less
than $25,000, and zero if your initial contribution is $25,000 or more.

Premium Taxes

DEDUCTIONS FROM INVESTMENT FUNDS

Mortality and Expense Risk Charge

We charge each Investment Fund a daily asset based charge for mortality and
expense risks equivalent to an annual rate of 0.90%.

Asset Based Administrative Charge

We charge each Investment Fund a daily asset based charge to cover a portion
of the administrative expenses under the Certificate equivalent to an annual
rate of 0.25%.

TRUST CHARGES TO PORTFOLIOS

<PAGE>

PART 2: EQUITABLE LIFE, THE SEPARATE ACCOUNT
AND THE INVESTMENT FUNDS

EQUITABLE LIFE

SEPARATE ACCOUNT NO. 45

In addition to contributions made under the Rollover IRA Certificates, we may
allocate to the Separate Account monies received under other contracts,
certificates, or agreements. Owners of all such contracts, certificates or
agreements will participate in the Separate Account in proportion to the
amounts they have in the Investment Funds that relate to their contracts,
certificates or agreements. We may retain in the Separate Account assets that
are in excess of the reserves and other liabilities relating to the Rollover
IRA Certificates or to other contracts, certificates or agreements, or we may
transfer the excess to our General Account.

THE TRUST

The Trust is an open-end diversified management investment company, more
commonly called a mu-

<PAGE>

tual 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 commenced operations in January 1976 with a predecessor of its
Common Stock Portfolio. The Trust does not impose a sales charge or "load"
for buying and selling its shares. All dividend distributions to 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 accompanies this prospectus or in
its statement of additional information.

THE TRUST'S INVESTMENT ADVISER

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.

<PAGE>

INVESTMENT POLICIES AND OBJECTIVES OF THE TRUST'S PORTFOLIOS

The policies and objectives of the Trust's Portfolios are as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
PORTFOLIO INVESTMENT POLICY OBJECTIVE

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

ASSET ALLOCATION SERIES:

Conservative Investors Diversified mix of publicly-traded, fixed-income and High total return without, in
equity securities; asset mix and security selection the adviser's opinion, undue
are primarily based upon factors expected to reduce risk to principal
risk. The Portfolio is generally expected to hold
approximately 70% of its assets in fixed income
securities and 30% in equity securities.

EQUITY SERIES:

Growth & Income Primarily income producing common stocks and High total return through a
securities convertible into common stocks. combination of current income
and capital appreciation

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

Global Primarily equity securities of non-United States as Long-term growth of capital
well as United States companies.

International Primarily equity securities selected principally to Long-term growth of capital
permit participation in non-United States companies
with prospects for growth.

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

FIXED INCOME SERIES:

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

<PAGE>

PART 3: INVESTMENT PERFORMANCE

This Part presents performance data for each of the Investment Funds (except
the International Fund) calculated by two methods. The first method, used in
calculating values for the two tables in "Performance Data for a
Certificate," reflects all applicable fees and charges other than the charge
for premium taxes. The second method, used in preparing rates of return for
the three tables in "Rate of Return Data for Investment Funds," reflects all
fees and charges other than the withdrawal charge, the guaranteed minimum
death benefit charge, the annual contract fee and the charge for premium
taxes. These additional charges would effectively reduce the rates of return
credited to a particular Certificate.

The Separate Account commenced operations in May 1995 and no Certificates
were issued prior to that date. The calculations of investment performance
shown below are based on the actual investment results of the Portfolios of
the Trust, from which certain fees and charges applicable under the Rollover
IRA have been deducted. The results shown are not an estimate or guarantee of
future investment performance, and do not reflect the actual experience of
amounts invested under a particular Certificate. Performance data is not
shown for the International Fund as the underlying Portfolio commenced
operation in April 1995.

See "Part 4: The Guaranteed Period Account" for information on the Guaranteed
Period Account.

PERFORMANCE DATA FOR A CERTIFICATE

The standardized performance data in the following tables illustrate the
average annual total return of the Investment Funds over the periods shown,
assuming a single initial contribution of $1,000 and the surrender of the
Certificate at the end of each period. These tables (which reflect the first
calculation method described above) are prepared in a manner prescribed by
the SEC for use when we advertise the performance of the Separate Account. An
Investment Fund's average annual total return is the annual rate of growth of
the Investment Fund that would be necessary to achieve the ending value of a
contribution kept in the Investment Fund for the period specified.

GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1994

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
--------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
FUND YEAR YEARS YEARS YEARS INCEPTION*
- ---------------------- ------ -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $874 $1,018 $1,287 -- $1,325
Growth Investors 881 1,060 1,747 -- 1,811
EQUITY SERIES:
Growth & Income 908 -- -- -- 906
Common Stock 890 1,145 1,443 $3,526 8,809
Global 962 1,255 1,516 -- 1,802
Aggressive Stock 868 973 1,986 -- 4,017
</TABLE>

<PAGE>

GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1994
(CONTINUED)

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
--------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
FUND YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- ------ -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
FIXED INCOME SERIES:
Money Market $955 $1,004 $1,140 $1,548 $2,123
Intermediate Govt. Securities 873 1,013 -- -- 1,135
<FN>
- ------------

* See footnote below.

AVERAGE ANNUAL TOTAL RETURN UNDER A CERTIFICATE SURRENDERED ON
DECEMBER 31, 1994

</TABLE>
<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
-----------------------------------------------------
INVESTMENT THREE FIVE TEN SINCE
FUND ONE YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- ---------- -------- ------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors (12.62)% 0.58% 5.18% -- 4.80%
Growth Investors (11.94) 1.97 11.81 -- 10.41
EQUITY SERIES:
Growth & Income (9.25) -- -- -- (4.84)
Common Stock (11.00) 4.61 7.46 13.43% 12.13
Global (3.81) 7.88 8.68 -- 7.64
Aggressive Stock (13.16) (0.90) 14.71 -- 16.71
FIXED INCOME SERIES:
Money Market (4.46) 0.15 2.66 4.47 5.52
Intermediate Govt. Securities (12.72) 0.42 -- -- 3.21
</TABLE>

[FN]
- ------------

RATE OF RETURN DATA FOR INVESTMENT FUNDS

The following tables (which reflect the second calculation method described
above) provide you with information on rates of return on an annualized,
cumulative and year-by-year basis.

<PAGE>

The performance data for all periods has also been adjusted to reflect the
Separate Account mortality and expense risk charge, and the asset based
administrative charge equal to a total of 1.15% relating to the Certificates,
as well as the Trust's expenses.

BENCHMARKS

PORTFOLIO INCEPTION DATES AND COMPARATIVE BENCHMARKS:

Asset Allocation Series:
CONSERVATIVE INVESTORS: October 2, 1989; 70% Lehman Treasury Bond Composite
Index and 30% Standard & Poor's 500 Index.

GROWTH INVESTORS: October 2, 1989; 30% Lehman Government/Corporate Bond Index
and 70% Standard & Poor's 500 Index.

Equity Series:
GROWTH & INCOME: October 1, 1993; 75% Standard & Poor's 500 Index and 25%
Value Line Convertible Index.

COMMON STOCK: January 13, 1976; Standard & Poor's 500 Index which includes
reinvested dividends.

GLOBAL: August 27, 1987; Morgan Stanley Capital International World Index.

AGGRESSIVE STOCK: January 27, 1986; 50% Stan- dard & Poor's 500 Mid-Cap Total
Return Index and 50% Russell 2000 Small Stock Index.

Fixed Income Series:
MONEY MARKET: July 13, 1981; Salomon Brothers Three-Month T-Bill Index.

INTERMEDIATE GOVERNMENT SECURITIES: April 1, 1991; Lehman Intermediate
Government Bond Index.

The Lipper Variable Insurance Products Performance Analysis Survey (Lipper)
records the performance of a large group of variable annuity products,
including managed separate accounts of insurance companies. According to
Lipper Analytical Services, Inc., the data are presented net of investment
management fees, direct operating expenses and asset-based charges applicable
under insurance policies or annuity contracts. Lipper data provide a more
accurate picture than market benchmarks of the Rollover IRA performance
relative to other variable annuity products.

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:*

<PAGE>

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:* (CONTINUED)

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
--------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK (3.70)% 6.60% 8.43% 13.86% 13.95% 12.58%
Lipper Growth (2.42) 5.10 7.90 11.81 12.34 11.95
Benchmark 1.32 6.25 8.68 14.38 14.50 13.12
GLOBAL 3.49 9.80 9.66 -- -- 9.03
Lipper Global (2.40) 7.58 4.57 -- -- 3.52
Benchmark 5.08 6.85 3.67 -- -- 4.97
AGGRESSIVE STOCK (5.86) 1.30 15.43 -- -- 17.27
Lipper Small Company Growth (2.68) 20.63 12.56 -- -- 14.45
Benchmark (0.94) 7.46 9.65 -- -- 11.41
FIXED INCOME SERIES:
MONEY MARKET 2.84 2.33 3.77 5.05 -- 6.31
Lipper Money Market 2.62 2.15 3.56 4.94 -- 6.46
Benchmark 4.22 3.63 4.90 5.98 -- 7.19
INTERMEDIATE GOVERNMENT
SECURITIES (5.42) 2.55 -- -- -- 4.93
Lipper U.S. Government (4.94) 2.87 -- -- -- 5.57
Benchmark (1.75) 4.36 -- -- -- 6.55

</TABLE>

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

* See footnotes on next page.

CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:*

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
--------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE INVESTORS (5.32)% 8.36% 35.02% -- -- 38.81%
Lipper Income (3.13) 16.75 44.72 -- -- 48.12
Benchmark (1.97) 16.24 45.93 -- -- 50.68
GROWTH INVESTORS (4.64) 12.65 81.31 -- -- 88.03
Lipper Flexible Portfolio (3.65) 14.00 40.35 -- -- 41.66
Benchmark (0.13) 18.54 49.63 -- -- 53.39
EQUITY SERIES:
GROWTH & INCOME (1.95) -- -- -- -- (2.50)
Lipper Growth & Income (1.62) -- -- -- -- 0.04
Benchmark 0.01 -- -- -- -- 2.30
COMMON STOCK (3.70) 21.20 50.06 266.48% 610.21% 846.46
Lipper Growth (2.42) 16.11 46.28 205.37 472.97 753.79
Benchmark 1.32 19.95 51.64 283.20 662.68 938.20
GLOBAL 3.49 32.51 58.79 -- -- 88.89
Lipper Global (2.40) 24.49 25.04 -- -- 29.26
Benchmark 5.08 21.99 19.74 -- -- 42.79
AGGRESSIVE STOCK (5.86) 3.95 105.30 -- -- 315.16
Lipper Small Company
Growth (2.68) 75.55 80.72 -- -- 236.98
Benchmark (0.94) 24.10 58.49 -- -- 162.45
</TABLE>

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

* See footnotes on next page.

<PAGE>

CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1994:* (CONTINUED)

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
-------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
FIXED INCOME SERIES:
MONEY MARKET 2.84% 7.18% 20.37% 63.67% -- 128.07%
Lipper Money Market 2.62 6.60 19.12 62.02 -- 132.86
Benchmark 4.22 11.29 26.99 78.68 -- 155.41
INTERMEDIATE GOVERNMENT
SECURITIES (5.42) 7.86 -- -- -- 19.84
Lipper U.S. Government (4.94) 8.85 -- -- -- 22.56
Benchmark (1.75) 13.65 -- -- -- 26.89
</TABLE>

YEAR-BY-YEAR RATES OF RETURN*

<TABLE>
<CAPTION>
1982 1983 1984 1985
-------- -------- --------- --------
<S> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE
INVESTORS -- -- -- --
GROWTH INVESTORS -- -- -- --
EQUITY SERIES:
GROWTH & INCOME -- -- -- --
COMMON STOCK** 16.21% 24.64% (3.08)% 31.88%
GLOBAL -- -- -- --
AGGRESSIVE STOCK -- -- -- --
FIXED INCOME SERIES:
MONEY MARKET** 11.71 7.69 9.58 6.91
INTERMEDIATE
GOVERNMENT
SECURITIES -- -- -- --
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
1986 1987 1988 1989 1990 1991 1992 1993 1994
-------- --------- -------- ------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE
INVESTORS -- -- -- 2.80% 5.17% 18.47% 4.57% 9.49% (5.32)%
GROWTH INVESTORS -- -- -- 3.71 9.34 47.20 3.73 13.94 (4.64)
EQUITY SERIES:
GROWTH & INCOME -- -- -- -- -- -- -- (0.54) (1.95)
COMMON STOCK** 15.99% 6.25% 21.03% 24.16 (9.17) 36.31 2.02 23.40 (3.70)
GLOBAL -- (13.62) 9.92 25.58 (7.15) 29.05 (1.66) 30.16 3.49
AGGRESSIVE STOCK 34.43 6.07 (0.03) 41.86 6.92 84.72 (4.29) 15.43 (5.86)
FIXED INCOME SERIES:
MONEY MARKET** 5.38 5.41 6.09 7.93 7.00 4.96 2.34 1.81 2.84
INTERMEDIATE
GOVERNMENT
SECURITIES -- -- -- -- -- 11.11 4.38 9.31 (5.42)
</TABLE>

[FN]
- ------------

* Returns do not reflect the withdrawal charge, the guaranteed minimum
death benefit charge, and the annual contract fee.

** Prior to 1982 the Year-by-Year Rates of Return were:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1976 1977 1978 1979 1980 1981
COMMON STOCK 8.19% (10.27)% 6.99% 28.32% 48.34% (6.93)%
MONEY MARKET - - - - - 5.70
</TABLE>

COMMUNICATING PERFORMANCE DATA

consists of nearly 700 variable life and annuity funds, all of which report
their data net of investment management fees, direct operating expenses and
separate account charges. VARDS is a monthly reporting service that monitors
approximately 760 variable life and variable annuity funds on performance and
account information. Advertisements or other communications furnished to
present or prospective Certificate Owners may also include evaluations of an
Investment Fund or Portfolio by financial publications that are nationally
recognized such as Barron's, Morningstar's Variable Annuity Sourcebook,
Business Week, Chicago Tribune, Forbes, Fortune, Institutional Investor,
Investment Adviser, Investment Dealer's Digest, Investment Management Weekly,
Los Angeles Times, Money, Money Management Letter, Kiplinger's Personal
Finance, Financial Planning, National Underwriter, Pension & Investments, USA
Today, Investor's Daily, The New York Times, and The Wall Street Journal.

<PAGE>

MONEY MARKET FUND AND INTERMEDIATE GOVERNMENT SECURITIES FUND YIELD
INFORMATION

The current yield and effective yield of the Money Market Fund and
Intermediate Government Securities Fund may appear in reports and promotional
material to current or prospective Certificate Owners.

Money Market Fund

Current yield for the Money Market Fund will be based on net changes in a
hypothetical investment over a given seven-day period, exclusive of capital
changes, and then "annualized" (assuming that the same seven-day result would
occur each week for 52 weeks). "Effective yield" is calculated in a manner
similar to that used to calculate current yield, but when annualized, any
income earned by the investment is assumed to be reinvested. The "effective
yield" will be slightly higher than the "current yield" because any earnings
are compounded weekly. Money Market Fund yields and effective yields assume
the deduction of all Certificate charges and expenses other than the
withdrawal charge, guaranteed minimum death benefit charge and any premium
tax charges. See "Part 5: Money Market Fund and Intermediate Government
Securities Fund Yield Information" in the SAI.

Intermediate Government Securities Fund

Current yield for the Intermediate Government Securities Fund will be based
on net changes in a hypothetical investment over a given 30-day period,
exclusive of capital changes, and then "annualized" (assuming that the 30-day
result would occur each month for 12 months). "Effective yield" is calculated
in a manner similar to that used to calculate current yield, but when
annualized, any income earned by the investment is assumed to be reinvested.
The "effective yield" will be higher than the "current yield" because any
earnings are compounded monthly.

Intermediate Government Securities Fund yields and effective yields assume
the deduction of all Certificate charges and expenses other than the
withdrawal charge, guaranteed minimum death benefit charge and any premium
tax charges. See "Part 5: Money Market Fund and Intermediate Government
Securities Fund Yield Information" in the SAI.

<PAGE>

PART 4: THE GUARANTEED PERIOD ACCOUNT

GUARANTEE PERIODS

Guarantee Periods and Expiration Dates

We currently offer Guarantee Periods ending on February 15 for each of the
maturity years 1996 through 2005. Not all of these Guarantee Periods will be
available to Annuitants ages 71 and above. See "Allocation of Contributions"
in Part 5. As Guarantee Periods expire we expect to add maturity years so
that generally 10 are available in all states at any time under the Rollover
IRA. On January 1, 1996 the Guarantee Period maturing on February 15, 2006
will become available without election of the IRA Assured Payment Option or
IRA Assured Payment Option Plus.

Under the IRA Assured Payment Option and IRA Assured Payment Option Plus, in
addition to the Guarantee Periods above, Guarantee Periods ending on February
15 for each of the maturity years 2006 through 2010 are also available. On
January 1, 1996 a Guarantee Period maturing on February 15, 2011 will become
available.

On January 1, 1996 the Guarantee Period maturing on February 15, 1996 will no
longer be available for new allocations.

We will not accept allocations to a Guarantee Period if, on the Transaction
Date:

o Such Transaction Date and the Expiration Date for such Guarantee Period
fall within the same calendar year.

o The Guaranteed Rate is 3%.

o The Guarantee Period has an Expiration Date beyond the latest permissible
Annuity Commencement Date.

Guaranteed Rates and Price Per $100 of Maturity Value

Guaranteed Rates for new allocations as of November 1, 1995 and the related
price per $100 of Maturity Value for each currently available Guarantee
Period were as follows:

<TABLE>
<CAPTION>
GUARANTEE
PERIODS WITH GUARANTEED
EXPIRATION DATE RATE AS OF PRICE PER $100
FEBRUARY 15 OF NOVEMBER 1, OF MATURITY
MATURITY YEAR 1995 VALUE
- --------------- ------------ --------------
<S> <C> <C>
1996 4.40% $98.76
1997 4.60 94.35
1998 4.77 89.87
1999 4.89 85.45
2000 4.94 81.30
2001 5.00 77.23
2002 5.12 73.02
2003 5.16 69.28
2004 5.28 65.26
2005 5.39 61.38
</TABLE>

<PAGE>

Available under the IRA Assured Payment Option and IRA Assured Payment Option
Plus
<TABLE>
<CAPTION>
<S> <C> <C>
2006 5.37% $58.35
2007 5.37 55.38
2008 5.37 52.55
2009 5.37 49.87
2010 5.37 47.33
</TABLE>

Allocation Among Guarantee Periods

For example, if you wish to have $100 mature on February 15 of each of years
1997 through 2001, then according to the above table the lump sum
contribution you would have to make as of November 1, 1995 would be $428.20
(i.e., the sum of the price per $100 of Maturity Value for each maturity year
from 1997 through 2001).

Options at Expiration Date

(a) to transfer the Maturity Value into any Guarantee Period we are then
offering, or into any of our Investment Funds; or

(b) to withdraw the Maturity Value (subject to any withdrawal charges which
may apply).

If we have not received your election as of the Expiration Date, the Maturity
Value in the expired Guarantee Period will be transferred into the Guarantee
Period with the earliest Expiration Date.

MARKET VALUE ADJUSTMENT FOR TRANSFERS, WITHDRAWALS OR SURRENDER PRIOR TO THE
EXPIRATION DATE

The market value adjustment (positive or negative) resulting from a
withdrawal of all funds from a Guarantee Period will be determined for each
contribution allocated to that Period as follows:

(1) We determine the present value of the Maturity Value on the Transaction
Date as follows:

(a) We determine the Guaranteed Period Amount that would be payable on the
Expiration Date, using the applicable Guaranteed Rate.

(c) We determine the current Guaranteed Rate which applies on the Transaction
Date to new allocations to the same Guarantee Period.

(d) We determine the present value of the Guaranteed Period Amount payable at
the Expiration Date, using the period determined in (b) and the rate
determined in (c).

(2) We determine the Guaranteed Period Amount as of the current date.

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

<PAGE>

Guarantee Period. This percentage is determined by (i) dividing the amount of
the withdrawal or transfer from the Guarantee Period by (ii) the Annuity
Account Value in such Guarantee Period prior to the withdrawal or transfer.
See Appendix I for an example.

The Guaranteed Rate for new allocations to a Guarantee Period is the rate we
have in effect for this purpose even if new allocations to that Guarantee
Period would not be accepted at the time. This rate will not be less than 3%
annually. If we do not have a Guaranteed Rate in effect for a Guarantee
Period to which the "current Guaranteed Rate" in (1)(c) would apply, we will
use the rate at the next closest Expiration Date. If we are no longer
offering new Guarantee Periods, the "current Guaranteed Rate" will be
determined in accordance with our procedures then in effect. For purposes of
calculating the market value adjustment only, we reserve the right to add up
to 0.25% to the current rate in (1)(c) above.

DEATH BENEFIT AMOUNT

INVESTMENTS

General Account

Our general account supports all of our policy and contract guarantees,
including those applicable to the Guaranteed Period Account, as well as our
general obligations. Amounts applied under the Life Contingent Annuity become
part of the general account. See "IRA Assured Payment Option," "Life
Contingent Annuity," in Part 6.

The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Because of
applicable exemptions 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 1940 Act.
Accordingly, neither the general account nor the Life Contingent Annuity is
subject to regulation under the 1933 Act or the 1940 Act. However, the market
value adjustment interests under the Certificates are registered under the
1933 Act.

We have been advised that the staff of the SEC has not made a review of the
disclosure that is included in the prospectus for your information that
relates to the general account (other than market value adjustment interests)
and the Life Contingent Annuity. The disclosure, 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.

<PAGE>

PART 5: PROVISIONS OF THE CERTIFICATES AND SERVICES
WE PROVIDE

The provisions discussed in this Part 5 apply when your Certificate is
operating primarily to accumulate Annuity Account Value. Different rules may
apply when you elect the IRA Assured Payment Option or IRA Assured Payment
Option Plus in the application or as later elected as a distribution option
under your Rollover IRA as discussed in Part 6. The provisions of your
Certificate may be restricted by applicable laws or regulations.

AVAILABILITY OF THE CERTIFICATES

The Rollover IRA Certificates are available for issue ages 20 through 78.
These Certificates may not be available in all states.

CONTRIBUTIONS UNDER THE CERTIFICATES

Your initial contribution must be at least $10,000. We will only accept
initial contributions which are either rollover contributions under Sections
402(c), 403(a)(4), 403(b)(8), or 408(d)(3) of the Code, or direct
custodian-to-custodian transfers from other individual retirement
arrangements. See "Part 9: Tax Aspects of the Certificates."

You may make subsequent contributions in an amount of at least $1,000.
Subsequent contributions may be "regular" IRA contributions (limited to a
maximum of $2,000 a year), rollover contributions as described above, or
direct transfers as described above. Rollover contributions and direct
transfers are not subject to the $2,000 annual limit.

We may refuse to accept any contribution if the sum of all contributions
under a Certificate would then total more than $1,500,000.

"Regular" IRA contributions may no longer be made for the taxable year in
which you attain age 70 1/2 and thereafter. Rollover and direct transfer
contributions may be made until you attain age 78. However, any amount
contributed after you attain age 70 1/2 must be net of your required minimum
distribution for the year in which the rollover or direct transfer
contribution is made. See "Part 9: Tax Aspects of the Certificates." For the
consequences of making a "regular" IRA contribution to your Certificate, also
see Part 9.

Contributions are credited as of the Transaction Date.

METHODS OF PAYMENT

Wire Transmittals

<PAGE>

will be returned to the applicant with immediate notification to the
broker-dealer. In no event will less than the full amount of the initial
contribution be returned to the applicant.

After your Certificate has been issued, subsequent contributions may be
transmitted by wire.

ALLOCATION OF CONTRIBUTIONS

You have two options from which to choose for allocation of your
contributions: Self-Directed Allocation and Principal Assurance.

Self-Directed Allocation

o If you are between ages 71 through 74 (inclusive), allocations may not
be made to a Guarantee Period with a maturity year that would exceed
the year in which you will attain age 80. At ages 75 and above,
allocations may be made only to Guarantee Periods with maturities of
five years or less; however, in no event may allocations be made to
Guarantee Periods with maturities beyond the latest permissible Annuity
Commencement Date.

Principal Assurance

This option is designed to assure that your Maturity Value in a specified
Guarantee Period equals your initial contribution while at the same time
allowing you to invest in the Investment Funds. The maturity year you select
for such specified Guarantee Period may not be later than 10 years nor
earlier than seven years. However, in no event may you elect a year beyond
the year in which you will attain age 70 1/2 . In order to accomplish this
strategy, we will allocate a portion (equal to the present value) of your
initial contribution to a Guarantee Period based on the year you select. See
"Guaranteed Rates and Price Per $100 of Maturity Value" in Part 4. You may
allocate the balance of your contribution to the Investment Funds in any way
you choose. Such allocations to the Investment Funds must be in whole
percentages. Allocation of the portion of your initial contribution to the
Investment Funds is subject to the provisions for the free look period. See
"Free Look Period" below.

Principal Assurance may only be elected at issue of your Certificate and
assumes no withdrawals or transfers of the amount allocated to the specified
Guarantee Period.

Subsequent contributions must be allocated under "Self-Directed Allocation"
described above.

Allocations to the Investment Funds

A contribution allocated to an Investment Fund purchases Accumulation Units
in that Investment Fund based on the Accumulation Unit Value for that
Investment Fund computed on the Transaction Date.

Allocations to the Guaranteed Period Account

Contributions allocated to the Guaranteed Period Account will have the
Guaranteed Rate for the specified Guarantee Period offered on the Transaction
Date.

FREE LOOK PERIOD

You have the right to examine the Rollover IRA Certificate for a period of 10
days after you receive it, and to return it to us for a refund. You cancel it
by sending it to our Processing Office. The free look is extended if your
state requires a refund period of longer than 10 days.

Your refund will equal the Annuity Account Value reflecting any investment
gain or loss, and any positive or negative market value adjustment, through
the date we receive your Certificate at our Processing Office. Some states or
Federal income tax regulations may require that we calculate the refund
differently. In those states that require that we calculate the refund
differently, we may require that your initial contribution to the Investment
Funds be allocated to the Money Market Fund until the end of the free look
period.

If the IRA Assured Payment Option or IRA Assured Payment Option Plus is

elected in the application for the Certificate, your refund will include any
amount applied under the Life Contingent Annuity. See "IRA Assured Payment
Option," "Life Contingent Annuity" in Part 6.

We follow these same procedures if you change your mind before a Certificate
has been issued, but after a contribution has been made. See "Part 9: Tax

<PAGE>

Aspects of the Certificates" for possible consequences of canceling your
Certificate during the free look period.

If you cancel your Certificate during the free look period, we may require
that you wait six months before you may apply for a Certificate with us
again.

ANNUITY ACCOUNT VALUE

The Annuity Account Value is the sum of the Annuity Account Values in the
Investment Funds and the Guaranteed Period Account.

Annuity Account Value in Investment Funds

The number of Accumulation Units will not vary because of any later change in
the Accumulation Unit Value. The Accumulation Unit Value varies with the
investment performance of the correspond- ing Portfolios of the Trust, which
in turn reflects the investment income and realized and unrealized capital
gains and losses of the Portfolios, as well as the Trust fees and expenses.
The Accumulation Unit Value is also stated after deduction of the Separate
Account asset charges relating to the Certificates. A description of the
computation of the Accumulation Unit Value is found in the SAI.

Accumulation Unit Values

Annuity Account Value in Guaranteed Period
Account

TRANSFERS AMONG INVESTMENT OPTIONS

At any time prior to the Annuity Commencement Date, you may transfer all or
portions of your Annuity Account Value among the Investment Options, subject
to the following restrictions.

o No transfers are permitted to or from the Guaranteed Period Account or
among the Guarantee Periods during the first Contract Year and only one
transfer per Contract Year may be made thereafter.

o Transfers out of the Guaranteed Period Account or among the Guarantee
Periods other than at the Expiration Date will result in a market value
adjustment. See "Part 4: The Guaranteed Period Account."

o Transfers to Guarantee Periods are subject to the restrictions set
forth under "Guarantee Periods and Expiration Dates" in Part 4 and are
limited based on your attained age. See "Allocation of Contributions"
above.

<PAGE>

mation. In light of the procedures established, Equitable Life will not be
liable for following telephone instructions that it reasonably believes to be
genuine.

DOLLAR COST AVERAGING

If you have at least $10,000 of Annuity Account Value in the Money Market
Fund, you may choose to have a specified dollar amount transferred from the
Money Market Fund to other Investment Funds on a monthly basis. The main
objective of dollar cost averaging is to attempt to shield your investment
from short term price fluctuations. Since the same dollar amount is
transferred to other Investment Funds each month, more Accumulation Units are
purchased in an Investment Fund if the value per Accumulation Unit is low and
fewer Accumulation Units are purchased if the value per Accumulation Unit is
high. Therefore, a lower average value per Accumulation Unit may be achieved
over the long term. This plan of investing allows you to take advantage of
market fluctuations but does not assure a profit or protect against a loss in
declining markets.

DEATH BENEFIT

Generally, upon receipt of proof satisfactory to us of your death prior to
the Annuity Commencement Date, we will pay the death benefit to the
beneficiary named in your Certificate. You designate the beneficiary at the
time you apply for the Certificate. While the Certificate is in effect, you
may change your beneficiary by writing to our Processing Office. The change
will be effective on the date the written submission was signed. The death
benefit payable will be determined as of the date we receive such proof of
death and any required instructions as to the method of payment.

The death benefit is equal to the sum of:

(1) the Annuity Account Value in the Investment Funds, or, if greater, the
guaranteed minimum death benefit defined below; and

(2) the death benefit provided with respect to the Guaranteed Period Account.
See "Part 4: The Guaranteed Period Account."

Guaranteed Minimum Death Benefit (GMDB)

Applicable to Certificates issued in all states except New York
- -----------------------------------------------------------------------------

(1) At the end of the seventh Contract Year, the GMDB calculated on such date
will be set at the then GMDB determined above or, if greater, the current
Annuity Account Value in the Investment Funds.

(2) Interest will be calculated at the applicable effective annual GMDB
interest rate for your "attained age" (your age at issue of the Certificate
plus the number of Contract Years that have elapsed since the Contract Date,
see table below) taking into account contributions, transfers and withdrawals
during the Contract Year, except with respect to amounts in the Money Market
Fund and the Intermediate Government Securities Fund where the interest
credit will be based on the lesser of the actual rate of return for the Money
Market Fund for the Contract

<PAGE>

Year such amounts are invested and the GMDB interest rate below.

<TABLE>
<CAPTION>
GMDB INTEREST RATE TABLE

ATTAINED AGE RATE

- ----------------- --------
<S> <C>
up to and
including 70 6%
71 through 85 0%
- ----------------- --------
</TABLE>

Applicable to Certificates issued in New York

The GMDB is determined daily. On the Contract Date, the GMDB is equal to the
portion of the initial contribution allocated to the Investment Funds.
Thereafter (except as adjusted at the end of the seventh Contract Year, in
accordance with (1) above) the GMDB is equal to (a) the GMDB calculated on
the immediately preceding Business Day, plus (b) any subsequent contributions
and transfers into the Investment Funds, less (c) any transfers and
withdrawals from such Funds. Additionally, on each Processing Date the GMDB
is reset at the greater of the current GMDB and the current Annuity Account
Value in the Investment Funds. On no date (except possibly at the end of the
seventh Contract Year), however, will the GMDB be greater than (a) the
portion of the initial contribution allocated to the Investment Funds, plus
(b) any subsequent contributions and transfers into the Investment Funds,
less (c) any transfers and withdrawals from such Funds, plus (d) interest (in
accordance with (2) above) that is credited on each Processing Date, plus (e)
any amount by which the GMDB is increased due to the seventh Contract Year
reset in (1) above.

See Appendix II for an example of the calculation of the GMDB.

How Withdrawals and Transfers Affect the GMDB

How Payment is Made

If you elect to have your spouse be both the sole primary beneficiary and the
successor Annuitant/ Certificate Owner, then no death benefit is payable
until your surviving spouse's death.

CASH VALUE

SURRENDERING THE CERTIFICATES TO

RECEIVE THE CASH VALUE

You may surrender a Certificate to receive the Cash Value at any time while
you are living and before the Annuity Commencement Date.

<PAGE>

You may receive the Cash Value in a single sum payment or apply it under one
or more of the income annuity options. See "Income Annuity Options" in Part
6. We will usually pay the Cash Value within seven calendar days, but we may
delay payment as described in "When Payments are Made" below.

For the tax consequences of surrenders, see "Part 9: Tax Aspects of the
Certificates."

WHEN PAYMENTS ARE MADE

We can defer payment of any portion of the Annuity Account Value in the
Guaranteed Period Account for up to six months while you are living. We may
also defer payments for any amount attributable to a contribution made in the
form of a check for a reasonable amount of time (not to exceed 15 days) to
permit the check to clear.

ASSIGNMENT

The Certificates are not assignable or transferrable except through surrender
to us. They may not be borrowed against or used as collateral for a loan or
other obligation.

DISTRIBUTION OF THE CERTIFICATES

As the distributor of the Certificates, Equitable Distributors, Inc. (EDI),
an indirect wholly owned subsidiary of Equitable Life, has responsibility for
sales and marketing functions for the Certificates. EDI also serves as the
principal underwriter of the Separate Account under the 1940 Act. EDI is
registered with the SEC as a broker-dealer under the Exchange Act and is a
member of the National Association of Securities Dealers, Inc. EDI's
principal business address is 787 Seventh Avenue, New York, New York 10019.
The Certificates will be sold by registered representatives of EDI and its
affiliates, who are also our licensed insurance agents, as well as by
unaffiliated broker-dealers with which EDI has entered into selling
agreements. Broker- dealer sales compensation (including for EDI and its
affiliates) will not exceed six percent of total contributions made under a
Certificate. EDI may also receive compensation and reimbursement for its
marketing services under the terms of its distribution agreement with
Equitable Life. Broker-dealers receiving sales compensation will generally
pay a portion thereof to their registered representatives as commissions
related to sales of the Certificates. The offering of the Certificates is
intended to be continuous.

<PAGE>

PART 6: DISTRIBUTION METHODS UNDER THE CERTIFICATES

The provisions discussed in this Part 6 apply when you elect the IRA Assured
Payment Option or IRA Assured Payment Option Plus in the application or as a
distribution option at a later date, as well as to other distribution methods
under your Certificate.

The Rollover IRA Certificates offer several distribution methods specifically
designed to provide retirement income. The Choice Income Plan which includes
the IRA Assured Payment Option and the Assured Payment Option Plus, may be
elected in the application or as a distribution option at a later date. In
addition, the Certificates provide for Lump Sum Withdrawals, Minimum
Distribution Withdrawals, and Substantially Equal Payment Withdrawals. Fixed
and variable income annuity options are also available for amounts to be
applied at the Annuity Commencement Date. The IRA Assured Payment Option and
IRA Assured Payment Option Plus may not be available in all states.

The Certificates are subject to the Code's minimum distribution requirements.
Generally, distributions from these Certificates must commence by April 1 of
the calendar year following the calendar year in which you attain age 70 1/2.
Subsequent distributions must be made by December 31st of each calendar
year. If you do not commence minimum distributions in the calendar year in
which you attain age 70 1/2 , and wait until the three month period (January
1 to April 1) in the next calendar year to commence minimum distributions,
then you must take two required minimum distributions in that calendar year.
If the required minimum distribution is not made, a penalty tax in an amount
equal to 50% of the difference between the amount required to be withdrawn
and the amount actually withdrawn may apply. See "Part 9: Tax Aspects of the
Certificates" for a discussion of various special rules concerning the
minimum distribution requirements.

For IRA retirement benefits subject to minimum distribution requirements, we
will send a form outlining the distribution options available before you
reach age 70 1/2 (if you have not annuitized before that time).

IRA ASSURED PAYMENT OPTION

The IRA Assured Payment Option is designed to provide you with guaranteed
annual payments for your life (SINGLE LIFE) or for the lifetime of you and a
joint Annuitant you designate (JOINT AND SURVIVOR) through a series of
distributions from the Annuity Account Value that are followed by Life
Contingent Annuity payments. Initially you receive annual payments during a
fixed period. These payments represent distributions of the Maturity Values
of serially maturing Guarantee Periods on their Expiration Dates. See
"Guarantee Periods" in Part 4. These payments are designed to pay out the
entire Annuity Account Value by the end of the fixed period (described below)
and to meet or exceed minimum distribution requirements, if applicable. See
"Minimum Distribution Withdrawals" below. The fixed period ends with the
distribution of the Maturity Value of the last Guarantee Period. After the
fixed period, the annual payments are made under the Life Contingent Annuity
described below. See Appendix IV for an example of payments purchased under
an IRA Assured Payment Option.

You may elect the IRA Assured Payment Option at any time if your initial
contribution or Annuity Account Value is at least $25,000 at the time of
election, by submitting a written request satisfactory to us. The IRA Assured
Payment Option may be elected if you are between ages 59 1/2 through 83. If
you are over age 70 1/2 , the availability of this option may be restricted
under certain limited circumstances. See "Tax Considerations for the IRA
Assured Payment Option and IRA APO Plus" in Part 9. The IRA Assured Payment
Option may also be elected as young as age 53 1/2 provided payments do not
start before you attain age 59 1/2 . Once elected, all amounts currently held
under your Rollover IRA must be allocated to the Guarantee Periods and the
Life Contingent Annuity. See "Allocation of Contributions or Annuity Account
Value" below. Additional contributions may be made according to the rules set
forth below and in "Tax-Free Transfers and Rollovers" in Part 9.

Contributions under the IRA Assured
Payment Option

"Regular" IRA contributions may no longer be made for the taxable year in
which you attain age 70 1/2 and thereafter. If the IRA Assured Payment Option
is elected at any time before you attain age 79, rollover and direct transfer
contributions may be made at any time before you attain age 79. However, any
amount contributed after you attain age 70 1/2 must be net of your required
minimum distribution for the year in which the rollover or direct transfer
contribution is made.

Payments

You may elect to receive level annual payments during the fixed period and
then under the Life

<PAGE>

Contingent Annuity. Or, you may elect to receive payments that increase.
During the fixed period, payments are designed to increase by 10% every three
years. After the end of the fixed period, your first payment under the Life
Contingent Annuity is designed to be 10% greater than the final payment made
under the fixed period. Thereafter, payments under the Life Contingent
Annuity will increase annually based on the increase in the Consumer Price
Index, but in no event will an annual increase be greater than 3% in any
given year or less than 0%.

Payments will generally start within 13 months from the date the IRA Assured
Payment Option is elected. Payments are made on February 15th of each
applicable calendar year. However, you may elect to defer the date payments
will start generally for a period of up to five years. Deferral of the
payment start date permits you to lock in rates at a time when current rates
may be high, while permitting you to delay receiving payments if you have no
immediate need to receive income under your Certificate. In making this
election, you should consider that the amount of income you purchase is based
on the rates applicable on the Transaction Date, so you lock up the current
rate, but if rates rise during the interim, your payments may be less than
they would have been if you had elected the IRA Assured Payment Option at a
later date. Deferral of the payment start date is not available above age 80.
Before you elect to defer the date your payments will start, you should
consider the consequences of this decision on the requirement under the Code
that you take minimum distributions each calendar year with respect to the
value of your IRA. See "Required Minimum Distributions" in Part 9. The
ability to defer the payment start date may not be available in all states.

Required minimum distributions will be calculated based on the Annuity
Account Value in each Guarantee Period and the deemed value of the Life
Contingent Annuity for tax purposes. If at any time your payment under the
IRA Assured Payment Option would be less than the minimum amount required to
be distributed under minimum distribution rules, we will notify you of the
difference. You will have the option to have an additional amount withdrawn
under your Certificate and such withdrawal will be treated as a Lump Sum
Withdrawal; however, no withdrawal charge will apply. An adjustment will be
made to future scheduled payments. Or, you may take the amount from other IRA
funds you may have. See "Lump Sum Withdrawals" below and "Required Minimum
Distributions" in Part 9.

Fixed Period

If you elect level payments, you may select a fixed period of not less than
seven years nor more than 15 years. The maximum fixed period available based
on your age at issue of the Certificate (or attained age if the IRA Assured
Payment Option is elected after issue) is as follows:

<TABLE>
<CAPTION>
AGE MAXIMUM FIXED PERIOD
- --------------- --------------------------------
<S> <C>
70 or under 15 years
71 through 78 85 less your issue/attained age
79 through 83 7 years
</TABLE>

The minimum and maximum fixed period will be reduced by each year you defer
the date payments will start.

If you elect increasing payments, you do not have a choice as to the fixed
period. Based on your age at issue of the Certificate (or your attained age
if the IRA Assured Payment Option is elected after issue), your fixed period
will be as follows:

<TABLE>
<CAPTION>
AGE FIXED PERIOD
- ---------------- ----------------
<S> <C>
70 or under 15 years
71 through 75 12 years
76 through 80 9 years
81 through 83 6 years
</TABLE>

If you elect increasing payments and defer the date payments will start, your
fixed period will be as follows:

<TABLE>
<CAPTION>
FIXED PERIOD BASED ON
DEFERRAL PERIOD
--------------------------
AGE 1-3 YEARS 4-5 YEARS
- ---------------- ------------ ------------
<S> <C> <C>
70 or under 12 years 9 years
71 through 75 9 years 9 years
76 through 80 6 years 6 years
81 through 83 N/A N/A
</TABLE>

Allocation of Contributions or Annuity Account Value

If the IRA Assured Payment Option is elected in the application, then based
on the amount of your initial contribution, your age and sex (and the age and
sex of the joint Annuitant, if applicable), the form of payments and the
fixed period you select, your entire contribution will be allocated by us. A
portion of such contribution will be allocated among the Guarantee Periods to
provide fixed period payments and a portion will be applied under the Life
Contingent Annuity in order to provide the annual payments for life. If the
IRA Assured Payment Option is elected any time after issue of the Rollover
IRA Certificate or if you cancel IRA Assured Payment Option Plus (discussed
below) and elect the IRA Assured Payment Option, then based on your Annu-

<PAGE>

ity Account Value and the information you provide as described above, your
entire Annuity Account Value, including any amounts currently invested in the
Investment Funds, will be allocated by us among the Guarantee Periods and
applied under the Life Contingent Annuity. While the IRA Assured Payment
Option is in effect, no amounts may be allocated to the Investment Funds. If
amounts in the Guarantee Periods are transferred, a market value adjustment
may apply.

Any subsequent contributions made while the IRA Assured Payment Option is in
effect must be allocated to the Guarantee Periods and applied to the Life
Contingent Annuity. We will determine the allocation of such contributions,
such that your payments will be increased and the fixed period and date that
payments are to start under the Life Contingent Annuity will remain the same.

Life Contingent Annuity

The Life Contingent Annuity provides lifetime annual payments starting after
the end of the fixed period. The portion of your contributions or Annuity
Account Value applied under the Life Contingent Annuity does not have a Cash
Value or an Annuity Account Value and, therefore, does not provide for
transfers or withdrawals.

THERE IS NO DEATH BENEFIT PROVIDED UNDER THE LIFE CONTINGENT ANNUITY AND
ANNUITY INCOME IS PAID ONLY IF YOU (OR A JOINT ANNUITANT) ARE LIVING AT THE
DATE ANNUITY BENEFITS BEGIN. BENEFITS ARE ONLY PAID DURING YOUR LIFETIME AND,
IF APPLICABLE, THE LIFETIME OF A JOINT ANNUITANT. CONSEQUENTLY, YOU SHOULD
CONSIDER THE POSSIBILITY THAT NO AMOUNTS WILL BE PAID UNDER THE LIFE
CONTINGENT ANNUITY IF YOU (OR A JOINT ANNUITANT) DO NOT SURVIVE TO THE DATE
PAYMENTS ARE TO START UNDER SUCH ANNUITY.

You may elect to have the Life Contingent Annuity provide level or increasing
payments on a Single Life or a Joint and 100% to Survivor basis. If you elect
increasing payments, the payments will increase annually based on the
increase in the Consumer Price Index, but in no event greater than 3% per
year nor less than 0%. The Life Contingent Annuity may also provide payments
on a Joint and one-half to Survivor or a Joint and two-thirds to Survivor
basis.

Payments under the Life Contingent Annuity will be made to you annually
during your lifetime (and the lifetime of the joint Annuitant, if applicable)
on the same date of the year as the payments that were made during the fixed
period.

Election Restrictions under Joint and
Survivor

Election of the IRA Assured Payment Option with a Joint and Survivor form of
the Life Contingent Annuity is subject to the following restrictions: (i) the
joint Annuitant must be your spouse; (ii) neither you nor the joint Annuitant
can be over age 83; (iii) under level payments if you elect the Joint and
100% to Survivor form, only the longest fixed period is permitted; and (iv)
the fixed period may be limited by the minimum distribution rules. See
"Required Minimum Distributions" in Part 9.

Withdrawals under the IRA Assured
Payment Option

While the IRA Assured Payment Option is in effect, if you take a Lump Sum
Withdrawal as described under "Lump Sum Withdrawals" below (or if a Lump Sum
Withdrawal is made to satisfy minimum distribution requirements under the
Certificate), such withdrawals will be taken from all Guarantee Periods to
which your Annuity Account Value is allocated such that the amount of the
annual payments and the length of the fixed period will be reduced, and the
date payments are to start under the Life Contingent Annuity will be
accelerated. Additional amounts above the amount of the requested withdrawal
may be withdrawn from the Guarantee Periods and applied to the Life
Contingent Annuity to the extent necessary to achieve this result. After a
withdrawal, the same pattern of payments will continue in reduced amounts for
your life, and if applicable, the life of your joint Annuitant. If you have
elected increasing payments, the first reduction in your payments will take
place no later than the date of the next planned increase.

Minimum Distribution Withdrawals and Substantially Equal Payment Withdrawals
may not be elected while the IRA Assured Payment Option is in effect. See
"Minimum Distribution Withdrawals," and "Substantially Equal Payment
Withdrawals" below.

Death Benefit

Once you have elected the IRA Assured Payment Option, if a death benefit
becomes payable during the fixed period we will pay the death benefit amount,
as described under "Death Benefit" in Part 5, to the designated beneficiary.
Unless you have elected a Joint and Survivor form under the Life Contingent
Annuity, no payment will be made under the Life Contingent Annuity. The death
benefit payable relates only to the Guarantee Periods under the Certificate;
a death benefit is never payable under the Life Contingent Annuity.

<PAGE>

If you have elected a Joint and Survivor form of annuity under the Life
Contingent Annuity, payments will be made to you or the joint Annuitant, if
living on the date payments are to start. The designated beneficiary and the
joint Annuitant must be your spouse.

Termination of the IRA Assured
Payment Option

The IRA Assured Payment Option will be terminated if: (i) you cancel such
option at any time by sending a written request satisfactory to us; (ii) you
submit a subsequent contribution and you do not want it applied under the IRA
Assured Payment Option; (iii) you request a transfer of your Annuity Account
Value as described under "Transfers Among Investment Options" in Part 5,
while the IRA Assured Payment Option is in effect; or (iv) you request a
change in the date the payments are to start under the Life Contingent
Annuity. Once the IRA Assured Payment Option is terminated, in order to
receive distributions from your Annuity Account Value you must utilize the
withdrawal options described under "Withdrawals" below. Although the Life
Contingent Annuity will continue in effect and payments will be made if you
or your joint Annuitant, if applicable, are living on the date payments are
to start additional Life Contingent Annuity payments may not be purchased.
You may elect to start the IRA Assured Payment Option again by submitting a
written request satisfactory to us, but no sooner than three years after the
Option was terminated. If you elected the IRA Assured Payment Option at age
70 1/2 or older and subsequently terminate this Option, required minimum
distributions must continue to be made with respect to your Certificate. If
you elected the IRA Assured Payment Option at age 79 (may apply beginning at
older ages in some states) or above and subsequently terminate this Option,
annuity payments must commence no later than the calendar year in which you
attain age 90.

Before terminating the IRA Assured Payment Option, you should consider the
implications this may have under the minimum distribution requirements. See
"Tax Considerations for the IRA Assured Payment Option and IRA APO Plus" in
Part 9.

Income Annuity Options and Surrendering
the Certificates

If you elect an annuity benefit as described under "Income Annuity Options"
below, or surrender the Certificate for its Cash Value as described under
"Surrendering the Certificates to Receive the Cash Value" in Part 5, once we
receive your returned Certificate, your Certificate will be returned to you
with a notation that the Life Contingent Annuity is still in effect.
Thereafter, no subsequent contributions will be accepted under the
Certificate and no amounts may be applied under the Life Contingent Annuity.

Withdrawal Charge

While the IRA Assured Payment Option is in effect, withdrawal charges will
not apply to the level or increasing payments made during the fixed period.
Except as necessary to meet minimum distribution requirements under the
Certificate, Lump Sum Withdrawals will be subject to a withdrawal charge and
will have a 10% free corridor available. Upon termination of the IRA Assured
Payment Option, the free corridor will apply as described under "Withdrawal
Charge" in Part 7.

IRA ASSURED PAYMENT OPTION PLUS

The IRA Assured Payment Option Plus (IRA APO Plus) is a variation of the IRA
Assured Payment Option. Except as indicated below, all provisions of the IRA
Assured Payment Option apply to IRA APO Plus. IRA APO Plus enables you to
keep a portion of your Annuity Account Value in the Investment Funds while
periodically converting such Annuity Account Value to increase the guaranteed
lifetime income under the IRA Assured Payment Option. When you elect IRA APO
Plus, a portion of your initial contribution or Annuity Account Value as
applicable is allocated by us to the IRA Assured Payment Option to provide a
minimum guaranteed lifetime income through allocation of amounts to the
Guarantee Periods and the Life Contingent Annuity, and the remaining Annuity
Account Value remains in the Investment Funds. Two years from the date the
first payment is made and then every three years thereafter during the fixed
period, a portion of the remaining Annuity Account Value in the Investment
Funds is applied to increase the guaranteed level annual payments under the
IRA Assured Payment Option.

IRA APO Plus allows you to remain invested in the Investment Funds for longer
than would be possible if you applied your entire Annuity Account Value all
at once to the IRA Assured Payment Option or to an income annuity option,
while utilizing an "exit strategy" to provide retirement income.

The fixed period under IRA APO Plus will be based on your age at issue of the
Certificate (or attained age if IRA APO Plus is elected after issue) and will
be the same as the periods indicated for increasing payments under "IRA
Assured Payment Option" above.

You may elect to defer the payment start date as described in "Payments"
under "IRA Assured Payment Option," above. The fixed period will also be as

<PAGE>

indicated for deferral of the payment start date for increasing payments
under the IRA Assured Payment Option.

If a deferral period of three years or more is elected, one year prior to the
date the first payment is made then every three years thereafter during the
fixed period, a portion of the remaining Annuity Account Value in the
Investment Funds is applied to increase the guaranteed level annual payments
as described above.

You elect IRA APO Plus in the application or at a later date by submitting
the proper form. IRA APO Plus may not be elected if the IRA Assured Payment
Option is already in effect.

The amount applied under IRA APO Plus is either the initial contribution if
IRA APO Plus is elected at issue of the Certificate, or the Annuity Account
Value if IRA APO Plus is elected after issue of the Certificate. Out of a
portion of the amount applied, level annual payments are provided under the
IRA Assured Payment Option equal to the initial payment that would have been
provided on the Transaction Date by the allocation of the entire amount to
increasing payments as described in "Payments" under "IRA Assured Payment
Option," above. The difference between the amount required for level payments
and the amount required for increasing payments is allocated to the
Investment Funds in accordance with your instructions. If you have Annuity
Account Value in the Guaranteed Period Account at the time this option is
elected, a market value adjustment may apply as a result of such amounts
being transferred to effect the IRA Assured Payment Option.

On the Transaction Date immediately following each third payment (or one year
prior to the first payment under a deferral schedule and immediately
following each third payment thereafter) during the fixed period while you
are living, a portion of the Annuity Account Value in the Investment Funds is
taken pro rata from the Annuity Account Value in each Investment Fund and is
applied to increase the level payments under the IRA Assured Payment Option.
The amount applied is the amount which provides for level payments equal to
the initial payment that would have been provided by the allocation of the
entire Annuity Account Value to increasing payments, as described in the
preceding paragraph. This process is repeated each third year during the
fixed period. On the Transaction Date immediately following the last payment
during the fixed period, the remaining Annuity Account Value in the
Investment Funds is first applied to the Life Contingent Annuity to change
the level payments previously purchased to increasing payments. If there is
any Annuity Account Value remaining after the increasing payments are
purchased, this balance is applied to the Life Contingent Annuity to further
increase such increasing payments. If the Annuity Account Value in the
Investment Funds is insufficient to purchase the increasing payments, then
the level payments previously purchased will be increased to the extent
possible.

While IRA APO Plus provides a minimum guaranteed lifetime payment under the
IRA Assured Payment Option, the total amount of income that can be provided
over time will depend on the investment performance of the Investment Funds
in which you have Annuity Account Value, as well as the current Guaranteed
Rates and the cost of the Life Contingent Annuity, which may vary.
Consequently, the aggregate amount of guaranteed lifetime income under IRA
APO Plus may be more or less than the amount that could have been purchased
by application at the outset of the entire initial contribution or Annuity
Account Value to the IRA Assured Payment Option.

See Appendix IV for an example of the payments purchased under the IRA
Assured Payment Option and IRA APO Plus.

In calculating your required minimum distributions your Annuity Account Value
in the Investment Funds, the Annuity Account Value in each Guarantee Period
and the deemed value of the Life Contingent Annuity for tax purposes will be
taken into account as described in "Payments" under "IRA Assured Payment
Option," above. Also see "Required Minimum Distributions" in Part 9.

Allocation of Subsequent Contributions under IRA APO Plus

Any subsequent contributions you make may only be allocated to the Investment
Funds, where it is later applied by us under the IRA Assured Payment Option.
Subsequent contributions will be allocated among the Investment Options
according to your allocation percentages. Allocation percentages can be
changed at any time by writing to our Processing Office. Subsequent
Contributions may no longer be made after the end of the fixed period.

Transfers Among Investment Options under IRA APO Plus

While IRA APO Plus is in effect, you may transfer all or a portion of your
Annuity Account Value in the Investment Funds, among the Investment Funds in
any way you choose. However, you may not transfer Annuity Account Value from
the Investment Funds to the Guaranteed Period Account.

<PAGE>

Withdrawals under IRA APO Plus

While IRA APO Plus is in effect, if you take a Lump Sum Withdrawal as
described under "Lump Sum Withdrawals" below (or if a Lump Sum Withdrawal is
made to satisfy minimum distribution requirements under the Certificate),
such withdrawals will be taken on a pro rata basis from your Annuity Account
Value in the Investment Funds unless you specify otherwise. If there is
insufficient value in the Investment Funds the excess will be taken from the
Guarantee Periods as described under "Withdrawals under the IRA Assured
Payment Option" above.

A Lump Sum Withdrawal taken to satisfy minimum distribution requirements
under the Certificate will not be subject to a withdrawal charge.

Death Benefit

Once you have elected IRA APO Plus, if a death benefit becomes payable during
the fixed period we will pay the death benefit amount as described under
"Death Benefit" in Part 5, to the designated beneficiary. Unless you have
elected Joint and Survivor under the Life Contingent Annuity, no payment will
be made under the Life Contingent Annuity. The death benefit relates only to
the Investment Funds and the Guarantee Periods under the Certificate; a death
benefit is never payable under the Life Contingent Annuity.

Termination of IRA APO Plus

You may terminate IRA APO Plus at any time by submitting a request
satisfactory to us. In connection with the termination, you may either (i)
elect to terminate IRA APO Plus at any time and have your Certificate operate
under the Rollover IRA rules (see "Part 5: Provisions of the Certificates and
Services We Provide") or (ii) elect the IRA Assured Payment Option with level
or increasing payments. In the latter case your remaining Annuity Account
Value in the Investment Funds will be allocated to the Guarantee Periods and
applied under the Life Contingent Annuity. A market value adjustment may
apply. At least 45 days prior to the end of each three year period, we will
send you a quote indicating how much future income could be provided under
the IRA Assured Payment Option. The quote would be based on your current
Annuity Account Value, current Guaranteed Rates for the Guarantee Periods and
current purchase rates under the Life Contingent Annuity as of the date of
the quote. The actual amount of future income would depend on the rates in
effect on the Transaction Date.

WITHDRAWALS

The Rollover IRA is an annuity contract, even though you may elect to receive
your benefits in a non- annuity form. You may take withdrawals from your
Certificate before the Annuity Commencement Date and while you are alive.
Three withdrawal options are available: Lump Sum Withdrawals, Minimum
Distribution Withdrawals and Substantially Equal Payment Withdrawals.
Withdrawals may result in withdrawal charges. "See Part 7: Deductions and
Charges." Special withdrawal rules may apply under the IRA Assured Payment
Option and IRA APO Plus.

LUMP SUM WITHDRAWALS

After the first Contract Year, you may take a Lump Sum Withdrawal once per
Contract Year at any time during such Contract Year. The minimum amount of
such withdrawal is $1,000. A request to withdraw more than 90% of the Cash
Value as of the Transaction Date will result in the termination of the
Certificate and will be treated as a surrender of the Certificate for its
Cash Value. See "Surrendering the Certificates to Receive the Cash Value," in
Part 5. Unless you are also utilizing Minimum Distribution Withdrawals
described below, the limitation on your ability to take more than one Lump
Sum Withdrawal per Contract Year should be discussed with your tax adviser.
This limitation may affect your ability to meet minimum distribution
requirements in the initial year in which you are required by the Code to
begin taking minimum distributions.

usually be mailed within seven calendar days thereafter, but we may delay
payment as described in "When Payments Are Made" in Part 5. If we receive
only partially completed information, our Processing Office will contact you
for specific instructions before your request can be processed.

Lump Sum Withdrawals in excess of the 15% free corridor amount may be subject
to a withdrawal

<PAGE>

charge. While either the IRA Assured Payment Option or IRA APO Plus is in
effect, Lump Sum Withdrawals that exceed the 10% free corridor amount may be
subject to a withdrawal charge. See "Withdrawal Charge" in Part 7.

MINIMUM DISTRIBUTION WITHDRAWALS

Minimum Distribution Withdrawals provide distributions from the Annuity
Account Value of the amounts necessary to meet minimum distribution
requirements set forth in the Code.

This option may be elected in the year in which you attain age 70 1/2 . You
can elect Minimum Distribution Withdrawals by submitting the proper election
form. The minimum amount we will pay out is $250.

You may elect Minimum Distribution Withdrawals for each Certificate you own,
subject to our rules then in effect. Currently, Minimum Distribution
Withdrawal payments will be made annually.

Unless you specify otherwise, Minimum Distributions Withdrawals will be
withdrawn on a pro rata basis from your Annuity Account Value in the
Investment Funds. If there is insufficient value or no value in the
Investment Funds, any additional amount of the withdrawal required or the
total amount of the withdrawal, as applicable, will be withdrawn from the
Guarantee Periods in order of the earliest Expiration Date(s) first.

Minimum Distribution Withdrawals are not subject to a withdrawal charge,
except to the extent that, when added to a Lump Sum Withdrawal previously
taken in the same Contract Year, the Minimum Distribution Withdrawal exceeds
the 15% free corridor amount. See "Withdrawal Charge" in Part 7.

Example

The chart below illustrates the pattern of payments, under Minimum
Distribution Withdrawals for a male who purchases the Rollover IRA at age 70
with a single contribution of $100,000, with payments commencing at the end
of the first Contract Year.

PATTERN OF MINIMUM DISTRIBUTION WITHDRAWALS
$100,000 SINGLE CONTRIBUTION FOR A
SINGLE LIFE-MALE AGE 70

[THE FOLLOWING TABLE WAS REPRESENTED
AS AN AREA GRAPH IN THE PROSPECTUS]

Assumes 6.0% Rate of Return

Amount
Age Withdrawn
- --- ---------
70 $6,250
75 7,653
80 8,667
85 8,770
90 6,931
95 3,727
100 1,179

[END OF GRAPHICALLY REPRESENTED DATA]

Payments are calculated each year based on the Annuity Account Value at the
end of each year, using the recalculation method of determining payments.
(See "Part 1--Minimum Distribution Withdrawals" in the SAI.) Payments are
made annually, and it is further assumed that no Lump Sum Withdrawals are
taken.

This example assumes an annual rate of return of 6.0% compounded annually for
both the Investment Funds and the Guaranteed Period Account. This rate of
return is for illustrative purposes only and is not intended to represent an
expected or guaranteed rate of return. Your investment results will vary. In
addition, this example does not reflect any charges that may be applicable
under the Rollover IRA. Such charges would effectively reduce the actual
return.

SUBSTANTIALLY EQUAL PAYMENT WITHDRAWALS

Substantially Equal Payment Withdrawals provide distributions from the
Annuity Account Value of the amounts necessary so that the 10% penalty tax,
normally applicable to distributions made prior to age 59 1/2 , does not
apply. See "Penalty Tax on Early Distributions," in Part 9. Once
distributions begin, they should not be changed or stopped until the later of
age 59 1/2 or five years from the date of the first distribution. If you
change or stop the distributions or take a Lump Sum Withdrawal, you may be
liable for the 10% penalty tax that would have otherwise been due on all
prior distributions made under this option and for any interest thereon.

Substantially Equal Payment Withdrawals may be elected at any time if you are
below age 59 1/2 . You can elect this option by submitting the proper form.
You select the day and the month when the first withdrawal will be made, but
it may not be sooner than 28 days after the issue of the Certificate. In no
event may you elect to receive the first payment in the same Contract Year in
which a Lump Sum Withdrawal was taken. We will calculate the amount of the
distribution under a method we select and payments will be made quarterly or
annually as you select. These payments will continue to be made until we
receive written notice from you to cancel this option. Such notice must be
received at our Processing Office at least seven calendar days prior to the
next scheduled withdrawal date. A Lump Sum Withdrawal taken while
Substantially Equal Payment Withdrawals are in effect, will cancel such
withdrawals. You may elect to start receiving Substantially Equal Payment
Withdrawals again, but in no event can the payments start in the same
Contract Year in which a Lump Sum Withdrawal was taken. We will calculate a
new distribution amount.

Unless you specify otherwise, Substantially Equal Payment Withdrawals will be
withdrawn on a pro rata basis from your Annuity Account Value in the
Investment Funds. If there is insufficient value or no value in the
Investment Funds, any additional amount of the withdrawal or the total amount
of the

<PAGE>

withdrawal, as applicable, will be withdrawn from the Guarantee Periods in
order of the earliest Expiration Date(s) first.

Substantially Equal Payment Withdrawals are not subject to a withdrawal
charge.

INCOME ANNUITY OPTIONS

Income annuity options provide periodic payments over a specified period of
time which may be fixed or may be based on your life. Annuity forms of
payment are calculated as of the Annuity Commencement Date, which is on file
with our Processing Office. You can change the Annuity Commencement Date by
writing to our Processing Office any time before the Annuity Commencement
Date. However, you may not choose a date later than the 28th day of any
month. Also, no Annuity Commencement Date will be later than the Processing
Date which follows your 85th birthday unless the IRA Assured Payment Option
or IRA APO Plus is in effect. Also, if the IRA Assured Payment Option or IRA
APO Plus was elected after age 78 (may apply beginning at older ages in some
states) and you subsequently terminate the option, the Annuity Commencement
Date must commence no later than the calendar year in which you attain age
90.

Before the Annuity Commencement Date, we will send you a letter advising that
annuity benefits are available. Unless you otherwise elect, we will pay you a
fixed annuity benefit on the "normal form" indicated for your Certificate as
of your Annuity Commencement Date. The amount applied to provide the annuity
benefit will be (1) the Annuity Account Value for any life annuity form or
(2) the Cash Value for any period certain only annuity form except that if
the period certain is more than five years, the amount applied will be no
less than 95% of the Annuity Account Value.

ANNUITY FORMS

o Life Annuity: An annuity which guarantees payments for the rest of your
life. Payments end with the last monthly payment before your death.
Because there is no death benefit associated with this annuity form, it
provides the highest monthly payment of any of the life income annuity
options, so long as you are living.

o Life Annuity-Period Certain: This annuity form also guarantees payments
for the rest of your life. In addition, if you die before a specific
period of time (the "certain period") has ended, payments will continue
to your beneficiary for the balance of the certain period. Certain
periods may be 5, 10, 15 or 20 years. A life annuity with a certain
period of 10 years is the normal form of annuity under the Certificates.

o Period Certain Annuity: This annuity form guarantees payments for a
specific period of time, usually 5, 10, 15 or 20 years, and does not
involve life contingencies.

o Joint and Survivor Life Annuity: This annuity form guarantees life income
to you and, after your death, continuation of income to the survivor.

The life annuity-period certain and the life annuity- refund certain are
available on either a single life or joint and survivor life basis.

The income annuity options outlined above are available in both fixed and
variable form, unless otherwise indicated. Fixed annuity payments are
guaranteed by us and will be based either on the tables of guaranteed annuity
payments in your Certificate or on our then current annuity rates, whichever
is more favorable for you. Variable income annuities may be funded through
the Common Stock Fund through the purchase of annuity units. The amount of
each variable annuity payment may fluctuate, depending upon the performance
of the Common Stock Fund. That is because the annuity unit value rises and
falls depending on whether the actual rate of net investment return (after
deduction of charges) is higher or lower than the assumed base rate. See
"Annuity Unit Values" in the SAI. Variable income annuities may also be
available by separate prospectus through the Common Stock or other Funds of
other separate accounts we offer.

For all Annuitants, the normal form of annuity provides for fixed payments.
We may offer other forms not outlined here. Your registered representative
can provide details.

For each income annuity option, we will issue a separate written agreement
putting the option into effect. Before we pay any annuity benefit, we require
the return of the Certificate.

The amount of the annuity payments will depend on the amount applied to
purchase the annuity, the type of annuity chosen and, in the case of a life
income annuity option, your age (or your and the joint Annuitant's ages) and

in certain instances, the sex of the Annuitant(s). Once an income annuity
option is chosen and payments have commenced, no change can be made.

<PAGE>

PART 7: DEDUCTIONS AND CHARGES

CHARGES DEDUCTED FROM THE
ANNUITY ACCOUNT VALUE

We allocate the entire amount of each contribution to the Investment Options
you select, subject to certain restrictions. We then periodically deduct
certain amounts from your Annuity Account Value. The charges described below
and under "Charges Deducted from the Investment Funds" below will not be
increased by us for the life of the Certificates. We may reduce certain
charges under sponsored arrangements. See "Sponsored Arrangements" below.
Charges are deducted proportionately from all the Investment Funds in which
your Annuity Account Value is invested on a pro rata basis, except as noted
below.

Withdrawal Charge

A withdrawal charge will be imposed as a percentage of each contribution made
to the extent that (i) a Lump Sum Withdrawal exceeds the free corridor
amount, or (ii) a Minimum Distribution Withdrawal, when added to a Lump Sum
Withdrawal previously taken in the same Contract Year, exceeds the free
corridor amount, and (iii) if the Certificate is surrendered to receive its
Cash Value. We determine the withdrawal charge separately for each
contribution in accordance with the table below.

The applicable withdrawal charge percentage is determined by the Contract
Year in which the Lump Sum Withdrawal is made or the Certificate is
surrendered, beginning with "Contract Year 1" with respect to each
contribution withdrawn or surrendered. For purposes of the table, for each
contribution, the Contract Year in which we receive that contribution is
"Contract Year 1."

The withdrawal charge is deducted from the Investment Options from which each
such withdrawal is made in proportion to the amount being withdrawn from each
Investment Option.

Free Withdrawal Amount (Free Corridor)

No withdrawal charge will be applied during any Contract Year in which (i)
the amount of a Lump Sum Withdrawal does not exceed 15% of the Annuity
Account Value at the beginning of the Contract Year, minus any amount
previously withdrawn during that Contract Year; (ii) a Minimum
Distribution Withdrawal does not exceed 15% of the Annuity Account Value
at the beginning of the Contract Year, minus a Lump Sum Withdrawal
previously withdrawn during the Contract Year; or (iii) a Minimum
Distribution Withdrawal is the only withdrawal taken during a Contract
Year. The 15% maximum is called the free corridor amount.

While either the IRA Assured Payment Option or IRA APO Plus is in effect,
no withdrawal charge will be applied during any Contract Year in which (i)
the amount of the Lump Sum Withdrawal does not exceed 10% of the Annuity
Account Value at the beginning of the Contract Year; and (ii) a Lump Sum
Withdrawal is taken to satisfy minimum distribution requirements under the
Certificate. The 10% maximum is called the free corridor amount under the
IRA Assured Payment Option and IRA APO Plus.

A free corridor amount is not applicable to a surrender.

The withdrawal charge is to help cover sales expenses.

Transfer Charge

Guaranteed Minimum Death Benefit Charge

We deduct a charge for providing a minimum death benefit guarantee with
respect to the Investment Funds annually on each Processing Date. The charge
is equal to 0.20% of the GMDB in effect at such Processing Date.

Annual Contract Fee

<PAGE>

mined by the amount of your initial contribution. The charge will be $30 per
Contract Year if your initial contribution is less than $25,000, and zero if
your initial contribution equals $25,000 or more. This charge is to cover a
portion of our administrative expenses. See "Asset Based Administrative
Charge," below under "Charges Deducted from the Investment Funds."

Premium Taxes

Allocation of Certain Charges to the
Guaranteed Period Account

No portion of the annual contract fee will be allocated to the Guaranteed
Period Account unless there is insufficient value in the Investment Funds. If
this charge is allocated to the Guaranteed Period Account, it will be
allocated to the Annuity Account Value with respect to the Guarantee Periods
in order of the earliest Expiration Date(s) first. If charges are allocated
to the Guaranteed Period Account, you will not receive the full Guaranteed
Rate if held to the Expiration Date. See "Market Value Adjustment for
Transfers, Withdrawals or Surrender Prior to the Expiration Date" in Part 4.

CHARGES DEDUCTED FROM THE
INVESTMENT FUNDS

Mortality and Expense Risk Charge

The expense risk assumed is the risk that it will cost us more to issue and
administer the Certificates than we expect.

Asset Based Administrative Charge

We will deduct a daily charge from the assets in each Investment Fund, to
compensate us for administrative expenses under the Certificates. The daily
charge is at a rate of 0.000692% (equivalent to an annual rate of 0.25%) on
the assets in each Investment Fund. The annual contract fee and the asset
based administrative charge is not designed to produce a profit for Equitable
Life.

TRUST CHARGES TO PORTFOLIOS

Investment advisory fees charged daily against the Trust's assets, direct
operating expenses of the Trust (such as trustees' fees, expenses of
independent auditors and legal counsel, bank and custodian charges and
liability insurance), and certain investment-related expenses of the Trust
(such as brokerage commissions and other expenses related to the purchase and
sale of securities), are reflected in each Portfolio's daily share price. The
maximum investment advisory fees paid annually by the Portfolios cannot be
changed without a vote by shareholders. They are as follows:

<TABLE>
<CAPTION>
DAILY AVERAGE NET ASSETS
-------------------------------------
FIRST $350 NEXT $400 OVER $750
MILLION MILLION MILLION
----------- ----------- -----------
<S> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors ... .550% .525% .500%
Growth Investors .......... .550% .525% .500%
EQUITY SERIES:
Common Stock .............. .400% .375% .350%
Global .................... .550% .525% .500%
Aggressive Stock .......... .500% .475% .450%
FIXED INCOME SERIES:
Money Market .............. .400% .375% .350%
Intermediate Govt.
Securities ................ .500% .475% .450%
FIRST NEXT OVER
$500 $500 $1
MILLION MILLION BILLION
----------- ----------- -----------
EQUITY SERIES:
Growth & Income ........... .550% .525% .500%
FIRST NEXT OVER
$500 $1 $1.5
MILLION BILLION BILLION
----------- ----------- -----------
EQUITY SERIES:
International ............. .900% .850% .800%
</TABLE>

<PAGE>

SPONSORED ARRANGEMENTS

For certain sponsored arrangements, we may reduce the annual contract fee and
the withdrawal charge or change the minimum initial contribution
requirements. Under the IRA Assured Payment Option and IRA APO Plus, we may
increase Guaranteed Rates and reduce purchase rates under the Life Contingent
Annuity. We may also change the guaranteed minimum death benefit. Sponsored
arrangements include those in which an employer allows us to sell
Certificates to its employees or retirees on an individual basis.

Our costs for sales, administration, and mortality generally vary with the
size and stability of the sponsoring organization among other factors. We
take all these factors into account when reducing charges. To qualify for
reduced charges, a sponsored arrangement must meet certain requirements,
including our requirements for size and number of years in existence.
Sponsored arrangements that have been set up solely to buy Certificates or
that have been in existence less than six months will not qualify for reduced
charges.

We will make these and any similar reductions according to our rules in
effect when a Certificate is approved for issue. We may change these rules
from time to time. Any variation in the withdrawal charge or annual contract
fee will reflect differences in costs or services and will not be unfairly
discriminatory.

Sponsored arrangements may be governed by the Code, the Employee Retirement
Income Security Act of 1974 (ERISA), or both. We make no representations as
to the impact of those and other applicable laws on such programs. WE
RECOMMEND THAT EMPLOYERS PURCHASING OR MAKING CERTIFICATES AVAILABLE FOR
PURCHASE UNDER A SPONSORED ARRANGEMENT SEEK THE ADVICE OF THEIR OWN LEGAL AND
BENEFITS ADVISERS.

<PAGE>

PART 8: VOTING RIGHTS

TRUST VOTING RIGHTS

VOTING RIGHTS OF OTHERS

Currently, we control the Trust. Trust shares are held by other separate
accounts of ours and by separate accounts of insurance companies affiliated
and unaffiliated with us. Shares held by these separate accounts will
probably be voted according to the instructions of the owners of insurance
policies and contracts issued by those insurance companies. While this will
dilute the effect of the voting instructions of the Rollover IRA Certificate
Owners, we currently do not foresee any disadvantages arising out of this.
The Trust's Board of Trustees intends to monitor events in order to identify
any material irreconcilable conflicts that possibly may arise and to
determine what action, if any, should be taken in response. If we believe
that the Trust's response to any of those events insufficiently protects our
Certificate Owners, we will see to it that appropriate action is taken to
protect our Certificate Owners.

SEPARATE ACCOUNT VOTING RIGHTS

CHANGES IN APPLICABLE LAW

<PAGE>

PART 9: TAX ASPECTS OF THE CERTIFICATES

TAX-QUALIFIED INDIVIDUAL RETIREMENT ANNUITIES (IRAS)

Introduction

The Rollover IRA Certificate is designed to qualify as an IRA under Section
408(b) of the Code. Your rights under the Rollover IRA cannot be forfeited.

This prospectus contains the information which the Internal Revenue Service
(IRS) requires to be disclosed to an individual before he or she purchases an
IRA.

This Part covers some of the special tax rules that apply to individual
retirement arrangements. You should be aware that an IRA is subject to
certain restrictions in order to qualify for its special treatment under the
Federal tax law.

This prospectus provides our general understanding of applicable Federal
income tax rules, but does not provide detailed tax information and does not
address issues such as state income and other taxes or Federal gift and
estate taxes. Please consult a tax adviser when considering the tax aspects
of the Rollover IRA Certificates.

Further information on IRA tax matters can be obtained from any IRS district
office. Additional information regarding IRAs, including a discussion of
required distributions, can be found in IRS Publication 590, entitled
"Individual Retirement Arrangements (IRAs)," which is generally updated
annually.

The Rollover IRA Certificate has been approved by the IRS as to form for use
as an IRA. This IRS approval is a determination only as to the form of the
annuity and does not represent a determination of the merits of the annuity
as an investment.

Cancellation

You can cancel a Certificate issued as an IRA by following the directions in
Part 5 under "Free Look Period." Since there may be adverse tax consequences
if a Certificate is cancelled (and because we are required to report to the
IRS certain distributions from cancelled IRAs), you should consult with a tax
adviser before making any such decision. If you cancel this Certificate, you
may establish a new individual retirement arrangement if at the time you meet
the requirements for establishing an individual retirement arrangement.

Contributions to IRAs

The Code permits a working individual to make deductible or nondeductible
contributions to a contract or certificate that qualifies as an IRA. The Code
also allows tax-free rollovers (directly or otherwise) of certain
distributions from tax-qualified plans which are used to purchase an IRA.

The initial contribution to the Certificate must be either a rollover or a
direct custodian-to-custodian transfer. See "Tax-Free Transfers and
Rollovers," discussed below. Any subsequent contributions you make may be any
of rollovers, direct transfers or "regular" IRA contributions. See
"Contributions Under the Certificates" in Part 5. The immediately following
discussion relates to "regular" IRA contributions. For the reasons noted in
"Tax-Free Transfers and Rollovers" below, you should consult with your tax
adviser before making any subsequent contributions to an IRA which is
intended to serve as a "conduit" IRA.

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 when the individual's earnings are below
the applicable amount. These limits do not apply to rollover contributions or
direct custodian-to-custodian transfers into an IRA.

If neither the individual nor the individual's spouse is covered during any
part of the taxable year by an employer-sponsored tax-favored retirement plan
(including a qualified plan, a tax sheltered account or annuity under Section
403(b) of the Code (TSA) or a simplified employee pension plan), then
regardless of adjusted gross income (AGI), each working spouse may make
deductible contributions to an IRA for each tax year (MAXIMUM PERMISSIBLE
DOLLAR DEDUCTION) up to the lesser of $2,000 or 100% of compensation. If the
spouse does not work or elects to be treated as having no compensation, the
individual and the individual's spouse may contribute up to $2,250 to
individual retirement arrangements (but no more than $2,000 to any one
individual retirement arrangement). The non-working spouse owns his or her
individual retirement arrangements, even if the working spouse makes
contributions to purchase the spousal individual retirement arrangements. 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 retirement plan will
be reported on an employee's Form W-2.

<PAGE>

If the individual is single and covered by a retirement plan during any part
of the taxable year, the deduction for IRA contributions phases out with AGI
between $25,000 and $35,000. If the individual is married and files a joint
return, and either the individual or the spouse is covered by a tax-favored
retirement plan during any part of the taxable year, the deduction for IRA
contributions phases out with AGI between $40,000 and $50,000. If the
individual is married, files a separate return and is covered by a
tax-favored retirement plan during any part of the taxable year, the
deduction for IRA contributions 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, an
individual is entitled to the Maximum Permissible Dollar Deduction. In
computing the partial deduction for IRA contributions the individual must
round the amount of the deduction 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.

If the individual (or the individual's spouse, unless the couple has lived
apart the entire taxable year and their filing status is married, filing
separately) is covered by a tax-favored retirement plan, the deduction for
IRA contributions must be computed using one of two methods. Under the first
method, the individual determines AGI and subtracts $25,000 if the individual
is a single person, $40,000 if the individual is married and files a joint
return with the spouse, or $0 if the individual is married and files a
separate return. The resulting amount is the individual's Excess AGI. The
individual then determines the limit on the deduction for IRA contributions
using the following formula:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Adjusted
Maximum Dollar
$10,000-Excess AGI Permissible Deduction
$10,000 X Dollar Deduction = Limit
</TABLE>

Under the second method, the individual determines his or her Excess AGI and
then refers to the table in Appendix V originally prepared by the IRS to
determine the deduction.

Contributions may be made for a tax year until the deadline for filing a
Federal income tax return for that tax year (without extensions). No
contributions are allowed for the tax year in which an individual attains age
70 1/2 or any tax year after that. A working spouse age 70 1/2 or over,
however, can contribute up to the lesser of $2,000 or 100% of "earned income"
to a spousal individual retirement arrangement for a non-working spouse until
the year in which the non-working spouse reaches age 70 1/2.

An individual 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 lesser of the $2,000 limit (or $2,250 spousal
limit) or 100% of compensation for each tax year. See "Excess Contributions"
below. Individuals 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 from IRA
Certificates" below.

An individual making nondeductible contributions in any taxable year, or
receiving amounts from any IRA to which he or she has made nondeductible
contributions, must file the required information with the IRS. Moreover,
individuals making nondeductible IRA contributions must retain all income tax
returns and records pertaining to such contributions until interest 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 you reach 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, however, before the time for
filing the individual's Federal income tax return for the tax year (including
extensions) is not includable in income and therefore is not subject to the
10% penalty tax on early distributions (discussed below under "Penalty Tax on
Early Distributions"), provided any earnings attributable to the excess
contribution are also withdrawn and no tax deduction is taken for the excess
contribution. The withdrawn earnings on the excess contribution, however,
would be includable in the individual's gross income and would be subject to
the 10% penalty tax. If excess contributions are not withdrawn before the
time for filing the individual's Federal income tax return for

<PAGE>

the year (including extensions), "regular" contributions may still be
withdrawn after that time if the IRA contribution for the tax year did not
exceed $2,250 and no tax deduction was taken for the excess contribution; in
that event, the excess contribution would not be includable in gross income
and would not be subject to the 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 individual's Federal tax return for the year (including extensions) and
the excess contribution occurred as a result of incorrect information
provided by the 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 10% penalty tax.

Tax-Free Transfers and Rollovers

The Rollover IRA will accept a rollover from an individual retirement account
or retirement bond or another IRA that consists of amounts which were
accumulated from previous individual retirement accounts or IRA contributions
(and any earnings thereon) and amounts derived from eligible rollover
distributions from qualified plans or TSAs (and any earnings thereon).

The rollover amount must be transferred to the Certificate either as a direct
rollover of an "eligible rollover distribution" (described below) or as a
rollover by the individual plan participant or owner of the individual
retirement arrangement. In the latter cases, the rollover must be made within
60 days of the date the proceeds from another individual retirement
arrangement or an eligible rollover distribution from a qualified plan or TSA
were received. The taxable portion of any distribution (except for any
required minimum distribution under Section 401(a)(9) of the Code) from a
qualified plan or TSA is an eligible rollover distribution and 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 plan participant or
the joint lives (or joint life expectancies) of the plan participant and his
or her designated beneficiary, or (2) for a specified period of ten years or
more.

Under some circumstances, amounts from a Certificate may be rolled over on a
tax-free basis to a qualified plan. To get this "conduit" IRA treatment, the
source of funds used to establish the IRA must be a rollover contribution
from the qualified plan and the entire amount received from the IRA
(including any earnings on the rollover contribution) must be rolled over
into another qualified plan within 60 days of the date received. Similar
rules apply in the case of a TSA. If you make a contribution to the
Certificate which is from an eligible rollover distribution and you commingle
such contribution with other contributions, you may not be able to roll over
these eligible rollover distribution contributions and earnings to another
qualified plan (or TSA, as the case may be) at a future date, unless the Code
permits.

Under the conditions and limitations of the Code, an individual may elect for
each IRA to make a tax-free rollover once every 12-month period among
individual retirement arrangements (including rollovers from retirement bonds
purchased before 1983). Custodian-to-custodian transfers are not rollovers
and can be made more frequently than once a year.

The same tax-free treatment applies to amounts withdrawn from the Certificate
and rolled over into other individual retirement arrangements unless the
distribution was received under an inherited IRA. Tax-free rollovers are also
available to the surviving spouse beneficiary of a deceased individual, or a
spousal alternate payee of a qualified domestic relations order applicable to
a qualified plan. In some cases, IRAs can be transferred on a tax-free basis
between spouses or former spouses incidental to a judicial decree of divorce
or separation.

Distributions from IRA Certificates

Income or gains on contributions under IRAs are not subject to Federal income
tax until benefits are distributed to the individual. Distributions include
withdrawals from your Certificate, surrender of your Certificate and annuity
payments from your Certificate. Death benefits are also distributions. Except
as discussed below, the amount of any distribution from an IRA is fully
includable by the individual in gross income.

If the individual makes non-deductible IRA contributions, those contributions
are recovered tax-free when distributions are received. The individual must
keep records of all nondeductible contributions. At the end of each tax year
in which the individual has received a distribution, the individual
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 individual 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 nontaxable portion of each distribution.

<PAGE>

In addition, a distribution (other than a required minimum distribution
received after age 70 1/2 ) is not taxable if (1) the amount received is a
return of excess contributions which are withdrawn, as described under
"Excess Contributions" above, (2) the entire amount received is rolled over
to another individual retirement arrangement (see "Tax-Free Transfers and
Rollovers" above) or (3) in certain limited circumstances, where the IRA acts
as a "conduit," the entire amount is paid into a qualified plan or TSA that
permits rollover contributions.

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

Required Minimum Distributions

Distributions from IRAs generally must commence no later than April 1st of
the calendar year following the calendar year in which the individual attains
age 70 1/2 (Required Beginning Date). Subsequent distributions must be made
by December 31st of each calendar year. Distributions can generally be made
(1) in a lump sum payment, (2) over the life of the individual, (3) over the
joint lives of the individual and his or her designated beneficiary, (4) over
a period not extending beyond the life expectancy of the individual or (5)
over a period not extending beyond the joint life expectancies of the
individual and his or her designated beneficiary.

The minimum amount required to be distributed in each year after age 70 1/2
is described in the Code and Treasury regulations. An individual may
recompute his or her minimum distribution amount each year based on the
individual's current life expectancy as well as that of the spouse. No
recomputation is permitted, however, for a beneficiary other than a spouse.
If there is an insufficient distribution in any year, a 50% tax may be
imposed on the amount by which the minimum required to be distributed exceeds
the amount actually distributed. The penalty tax may be waived by the
Secretary of the Treasury in certain limited circumstances. Failure to have
distributions made as the Code and Treasury regulations require may result in
disqualification of your IRA. See "Tax Penalty for Insufficient
Distributions" below.

Your required minimum distribution for any taxable year is calculated by
taking into account the required minimum distribution from each of your
individual retirement arrangements. The IRS, however, does not require that
you make the required distribution from each individual retirement
arrangement that you maintain. As long as the total amount distributed
annually satisfies your overall minimum distribution requirement, you may
choose to take your annual required distribution from any one or more
individual retirement arrangements that you maintain.

If the individual dies after distribution in the form of an annuity has
begun, or after the Required Beginning Date, payment of the remaining
interest must be made at least as rapidly as under the method used prior to
the individual's death. If an individual dies before the Required Beginning
Date and before distributions in the form of an annuity begin, distributions
of the individual's entire interest under the Certificate must be completed
within five years after death, unless payments to a designated beneficiary
begin within one year of the individual's death and are made over the
beneficiary's life or over a period certain which does not extend beyond the
beneficiary's life expectancy.

Taxation of Death Benefits

If the surviving spouse is the designated beneficiary, the spouse may delay
the commencement of such payments up until the individual would have attained
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 you elect to have your
spouse be the sole primary beneficiary and to be the successor Annuitant and
Certificate Owner, then your surviving spouse automatically becomes both the
successor Certificate Owner and Annuitant, and no death benefit is payable
until the surviving spouse's death.

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

Guaranteed Minimum Death Benefit

The Code provides that no part of an individual retirement account may be
invested in life insurance contracts. Treasury Regulations provide that an
individual retirement account may be invested in an annuity contract which
provides a death benefit of the greater of premiums paid or the contract's
cash value. Your Certificate provides a minimum death benefit guarantee that
in certain circumstances may be greater than either of contributions made or
the Annuity Account Value. Although there is no ruling regarding the type of
minimum death benefit guarantee provided by the Certificate, Equitable Life
believes that the Certificate's minimum death benefit guarantee should not
adversely affect the qualification of the Certificate as an IRA.
Nevertheless, it is possible that the IRS could disagree, or take the
position that some portion of the charge in the

<PAGE>

Certificate for the minimum death benefit guarantee should be treated for
Federal income tax purposes as a taxable partial withdrawal from the
Certificate. If this were so, such a deemed withdrawal would also be subject
to tax penalty for Certificate Owners under age 59 1/2 .

Tax Considerations for the IRA Assured Payment Option and IRA APO Plus

Although the Life Contingent Annuity does not have a Cash Value, it will be
assigned a value for tax purposes which will generally change each year. This
value must be taken into account when determining the amount of required
minimum distributions from your IRA even though the Life Contingent Annuity
may not be providing a source of funds to satisfy such required minimum
distribution. Accordingly, before you apply any IRA funds under the IRA
Assured Payment Option or IRA APO Plus or terminate such Options, you should
be aware of the tax considerations discussed below. Consult with your tax
adviser to determine the impact of electing the IRA Assured Payment Option
and IRA APO Plus in view of your own particular situation.

When funds have been allocated to the Life Contingent Annuity, you will
generally be required to determine your required minimum distribution by
annually recalculating your life expectancy. The IRA Assured Payment Option
and IRA APO Plus will not be available if you have previously made a
different election. Recalculation is no longer required once the only
payments you or your spouse receive are under the Life Contingent Annuity.

If prior to the date payments are to start under the Life Contingent Annuity,
you surrender your Certificate, or withdraw any remaining Annuity Account
Value, it may be necessary for you to satisfy your required minimum
distribution by accelerating the start date of payments for your Life
Contingent Annuity, or to the extent available, take distributions from other
IRA funds you may have. Alternatively you may convert your IRA Life
Contingent Annuity under the IRA Rollover to a non-qualifed Life Contingent
Annuity. This would be viewed as a distribution of the value of the Life
Contingent Annuity from the IRA, and therefore, would be a taxable event.
However, since the Life Contingent Annuity would no longer be part of an IRA,
its value would not have to be taken into account in determining future
required minimum distributions.

If you have elected a Joint and Survivor form of the Life Contingent Annuity,
the joint Annuitant must be your spouse. You must determine your required
minimum distribution by annually recalculating both your life expectancy and
your spouse's life expectancy. The IRA Assured Payment Option and IRA APO
Plus will not be available if you have previously made a different election.
Recalculation is no longer required once the only payments you or your spouse
receive are under the Life Contingent Annuity. The value of such an annuity
will change in the event of your death or the death of your spouse. For this
reason, it is important that we be informed if you or your spouse dies before
the Life Contingent Annuity has started payments so that a lower valuation
can be made. Otherwise a higher tax value may result in an overstatement of
the amount that would be necessary to satisfy your required minimum
distribution amount.

Allocations of funds to the Life Contingent Annuity may prevent the
Certificate from later receiving "conduit" IRA treatment. See "Tax-Free
Transfers and Rollovers" above.

Prohibited Transaction

An IRA may not be borrowed against or used as collateral for a loan or other
obligation. If the IRA is borrowed against or used as collateral, its tax-
favored status will be lost as of the first day of the tax year in which the
event occurred. If this happens, the individual must include in Federal gross
income for that year an amount equal to the fair market value of the IRA
Certificate as of the first day of that tax year, less the amount of any
nondeductible contributions not previously withdrawn. Also, the early
distribution penalty tax of 10% will apply if the individual has not reached
age 59 1/2 before the first day of that tax year. See "Penalty Tax on Early
Distributions" below.

PENALTY TAX ON EARLY DISTRIBUTIONS

The taxable portion of IRA distributions will be subject to a 10% penalty tax
unless the distribution is made (1) on or after your death, (2) because you
have become disabled, or (3) on or after the date when you reach age 59 1/2 .

A payout over your life or life expectancy (or joint and survivor lives or
life expectancies), which is part of a series of substantially equal periodic
payments made at least annually, is also not subject to penalty tax. To
permit you to meet this exception, Equitable Life has designed Substantially
Equal Payment Withdrawals described in Part 6. If you are a Rollover IRA
Certificate Owner who will be under age 59 1/2 as of the date the first
payment is expected to be received and you choose Substantially Equal Payment
Withdrawals, Equitable Life will calculate the substantially equal annual
payments under a method we will select based on guidelines issued by the IRS
(currently contained in IRS Notice 89-25, Question and Answer 12). Although
Substantially

<PAGE>

Equal Payment Withdrawals are not subject to the 10% penalty tax, they are
taxable as discussed in "Distributions from IRA Certificates," above. Once
Substantially Equal Payment Withdrawals begin, the distributions should not
be stopped or changed until the later of your attaining age 59 1/2 or five
years after the date of the first distribution, or the penalty tax, including
an interest charge for the prior penalty avoidance, may apply. Also, it is
possible that the IRS could view any additional withdrawal or payment you
take from your Certificate as changing your pattern of Substantially Equal
Payment Withdrawals for purposes of determining whether the penalty applies.

TAX PENALTY FOR INSUFFICIENT
DISTRIBUTIONS

You must begin receiving minimum distributions from an IRA no later than
April 1st of the calendar year following the calendar year in which you
attain age 70 1/2 . Once distributions begin, subsequent distributions must
be made by December 31st of each calendar year. Failure to make required
distributions may cause the disqualification of the IRA.

Disqualification may result in current taxation of your entire benefit. In
addition a 50% penalty tax may be imposed on the difference between the
required distribution amount and the amount actually distributed, if any.

We are not permitted to make distributions from a Certificate before the
Annuity Commencement Date unless a request has been made. It is your
responsibility to comply with the minimum distribution rules. You should
consult with your tax adviser concerning these rules and their proper
application to your situation.

TAX PENALTY FOR EXCESS DISTRIBUTIONS OR ACCUMULATION

A 15% excise tax applies to an individual's aggregate excess distributions
from all tax-favored retirement plans (including IRAs). 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 excise tax if they exceed an
indexed amount ($150,000 in 1995).

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 interest in qualified annuities and tax favored retirement plans
is excessive.

FEDERAL AND STATE INCOME TAX
WITHHOLDING

Equitable Life is required to withhold Federal income tax from IRA
distributions, unless the recipient elects 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. Special withholding
rules apply to foreign recipients and United States citizens residing outside
the United States. If a recipient does not have sufficient income tax
withheld or does not make sufficient estimated income tax payments, however,
the recipient may incur penalties under the estimated income tax rules.
Recipients should consult their tax advisers to determine whether they should
elect out of withholding. Requests not to withhold Federal income tax must be
made in writing prior to receiving benefits under the Certificate. Our
Processing Office 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.

A recipient of periodic payments (e.g., monthly or annual payments) which
total less than a certain Federal minimum ($13,900 taxable amount per year
for 1995) will generally be exempt from the Federal income tax withholding
rules, unless the recipient elects to have tax withheld. A recipient of
periodic payments which equal or exceed the Federal minimum ($13,900 taxable
amount for 1995) will generally be subject to wage-bracket type withholding
(as if such payments were payments of wages by an employer to an employee)
unless the recipient elects no withholding. A withholding election may be
revoked at any time and remains effective until revoked. 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. 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 non-periodic distribution (total or partial) will generally
be subject to withholding at a

<PAGE>

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 withheld.

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

GENERATION SKIPPING TAX

As a general rule, if death benefits are payable to a person two or more
generations younger than the Certificate Owner, a Federal generation skipping
tax may be payable with respect to the benefit at rates similar to the
maximum estate tax rate in effect at the time. The generation skipping tax
provisions generally apply to transfers which would also be subject to the
gift and estate tax rules. Individuals are generally allowed an aggregate
generation skipping tax exemption of $1 million. If we believe a benefit may
be subject to generation skipping tax we may be required to withhold for such
tax unless we receive acceptable written confirmation that no such tax is
payable. Because these rules are complex, you should consult with your tax
adviser for specific information, especially where benefits are passing to
younger generations, as opposed to a spouse or child.

IMPACT OF TAXES TO EQUITABLE LIFE

The Certificates provide that Equitable Life may charge the Separate Account
for taxes. Equitable Life can set up reserves for such taxes.

TRANSFERS AMONG INVESTMENT OPTIONS

Transfers among the Investment Funds or between the Guaranteed Period Account
and one or more Investment Funds are not taxable.

TAX CHANGES

The United States Congress has in the past considered and may in the future
consider proposals for legislation that, if enacted, could change the tax
treatment of annuities and individual retirement arrangements. In addition,
the Treasury Department may amend existing regulations, issue new
regulations, or adopt new interpretations of existing laws. State tax laws
or, if you are not a United States resident, foreign tax laws, may affect the
tax consequences to you or the beneficiary. These laws may change from time
to time without notice and, as a result, the tax consequences may be altered.
There is no way of predicting whether, when or in what form any such change
would be adopted.

Any such change could have retroactive effects regardless of the date of
enactment. We suggest you consult your legal or tax adviser.

<PAGE>

PART 10: INDEPENDENT ACCOUNTANTS

The consolidated financial statements and consolidated financial statement
schedules of Equitable Life for the years ended December 31, 1994 and 1993
included in Equitable Life's Annual Report on Form 10-K, incorporated by
reference in the prospectus, have been examined by Price Waterhouse LLP,
independent accountants, whose reports thereon are incorporated herein by
reference. Such consolidated financial statements and consolidated financial
statement schedules have been incorporated herein by reference in reliance
upon the reports of Price Waterhouse LLP given upon their authority as
experts in accounting and auditing.

<PAGE>

APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
ASSUMED
GUARANTEED RATE ON
FEBRUARY 15, 2000
----------------------
5.00% 9.00%
---------- ----------
<S> <C> <C>
As of February 15, 2000 (Before Withdrawal)
- -------------------------------------------
(1) Present Value of Maturity Value, also
Annuity Account Value .................. $144,048 $119,487
(2) Guaranteed Period Amount ............... 131,080 131,080
(3) Market Value Adjustment: (1)-(2) ...... 12,968 (11,593)
On February 15, 2000 (After Withdrawal)
- --------------------------------------------
(4) Portion of (3) Associated
with Withdrawal: (3) x [$50,000 / (1)] . $ 4,501 $ (4,851)
(5) Reduction in Guaranteed
Period Amount: [$50,000-(4)] ........... 45,499 54,851
(6) Guaranteed Period Amount: (2)-(5) ..... 85,581 76,229
(7) Maturity Value ......................... 120,032 106,915
(8) Present Value of (7), also
Annuity Account Value .................. 94,048 69,487
</TABLE>

<PAGE>

APPENDIX II: GUARANTEED MINIMUM DEATH BENEFIT (GMDB) EXAMPLE
- -----------------------------------------------------------------------------

Under the Certificate the death benefit is equal to the sum of:

(1) the Annuity Account Value in the Investment Funds, or, if greater, the
GMDB (see "Guaranteed Minimum Death Benefit (GMDB)" in Part 5; and

(2) the death benefit provided with respect to the Guaranteed Period Account
(see "Death Benefit Amount" in Part 4).

The following is an example illustrating the calculation of the GMDB.
Assuming $100,000 is allocated to the Investment Funds (with no allocation to
the Money Market Fund or the Intermediate Government Securities Fund), no
subsequent contributions, no transfers and no withdrawals, the GMDB for an
Annuitant age 45 would be calculated as follows:

<TABLE>
<CAPTION>
END OF
CONTRACT ANNUITY ACCOUNT NON-NEW YORK
YEAR VALUE GMDB NEW YORK GMDB
- ---------- --------------- -------------- -------------
<S> <C> <C> <C>
1 $105,000 $106,000(1) $105,000(4)
2 $108,675 $112,360(1) $108,675(4)
3 $124,976 $119,102(1) $119,102(5)
4 $135,912 $126,248(1) $126,248(5)
5 $149,503 $133,823(1) $133,823(5)
6 $149,503 $141,852(1) $141,852(5)
7 $161,463 $161,463(2) $161,463(5)
8 $161,463 $171,151(3) $161,463(4)
</TABLE>

The Annuity Account Values for Contract Years 1 through 8 are determined
based on hypothetical rates of return of 5.00%, 3.50%, 15.00%, 8.75%, 10.00%,
0.00%, 8.00% and 0.00%, respectively.

NON-NEW YORK

(1) For Contract Years 1 through 6, the GMDB equals the initial
contribution increased by 6%.

(2) At the end of the seventh Contract Year the GMDB calculated on the 6%
increase basis on that date of $150,363 is reset to the Annuity
Account Value of $161,463 since that amount is greater.

(3) Equals the prior GMDB of $161,463 increased by 6%.

NEW YORK

(4) At the end of Contract Years 1 and 2, and again at the end of
Contract Year 8, the GMDB is equal to the Annuity Account Value.

<PAGE>

APPENDIX III: GMDB SPECIAL ADJUSTMENT
- -----------------------------------------------------------------------------

The special adjustment will be equal to: (A) x (B) -(C):

Where:

(A) equals the GMDB (before the special adjustment and reduction for
withdrawals and transfers from the Investment Funds during the prior
Contract Year),

(B) equals (i)/(ii);
where

(i) equals the sum of withdrawals and transfers from the Investment
Funds during the prior Contract Year, and

(ii) equals the Annuity Account Value (plus any withdrawals and
transfers from the Investment Funds during the prior Contract Year), and

Example:

(A) = $133,823

(B) = (i)/(ii) = $60,000/$120,000 = .5

(A) X (B) - (C) = [($133,823 X .5) - $60,000] = $6,911.

The end of fifth year GMDB would equal $133,823 - $60,000 - $6,911 = $66,912.

<PAGE>

APPENDIX IV: EXAMPLE OF PAYMENTS UNDER THE IRA ASSURED PAYMENT
OPTION AND IRA APO PLUS
- -----------------------------------------------------------------------------

The second column in the chart below illustrates the payments for a male age
70 who purchased the IRA Assured Payment Option on November 1, 1995 with a
single contribution of $100,000, with increasing payments. The payments are
to commence on February 15, 1996. It assumes that the fixed period is 15
years and that the Life Contingent Annuity will provide payments on a Single
Life basis. Based on Guaranteed Rates for the Guarantee Periods and the
current purchase rate for the Life Contingent Annuity, on November 1, 1995,
the initial payment would be $6,340 and would increase in each three year
period to a final payment of $9,282. The first payment under the Life
Contingent Annuity would be $10,211.

Alternatively as shown in the third and fourth columns, this individual could
purchase the IRA APO Plus with the same $100,000 contribution, with the same
fixed period and the Life Contingent Annuity on a Single Life basis. Based on
Guaranteed Rates for the Guarantee Periods and the current purchase rate for
the Life Contingent Annuity, on November 1, 1995, the same initial payment of
$6,340 would be purchased under the IRA APO Plus. However, unlike the payment
under the IRA Assured Payment Option that will increase every three years,
this initial payment under the IRA APO Plus is not guaranteed to increase.
Therefore, only $78,642 is needed to purchase the initial payment stream, and
the remaining $21,358 is invested in the Investment Funds according to the
Contract Owner's instructions. Any future increase in payments under the IRA
APO Plus will depend on the investment performance in the Investment Funds.

Assuming hypothetical average annual rates of return of 0% and 8% (after
deduction of charges) for the Investment Funds, the Annuity Account Value in
the Investment Funds would grow to $21,358 and $26,905 respectively after
three years. A portion of this amount is used to purchase the increase in the
payments at the beginning of the fourth year. The remainder will stay in the
Investment Funds to be drawn upon for the purchase of increases in payments
at the end of each third year thereafter during the fixed period and at the
end of the fixed period under the Life Contingent Annuity. Based on
Guaranteed Rates for the Guarantee Periods and purchase rates for the Life
Contingent Annuity as of November 1, 1995, the third and fourth columns
illustrate the increasing payments that would be purchased under the IRA APO
Plus assuming 0% and 8% rates of return respectively.

Under both options, while the Contract Owner is living payments increase
annually after the 16th year under the Life Contingent Annuity based on the
increase in the Consumer Price Index, but in no event greater than 3% per
year nor less than 0%.

ANNUAL PAYMENTS

<TABLE>
<CAPTION>
GUARANTEED INCREASING PAYMENTS ILLUSTRATIVE ILLUSTRATIVE
UNDER THE IRA ASSURED PAYMENT PAYMENTS UNDER IRA PAYMENTS UNDER IRA
YEARS OPTION APO PLUS AT 0% APO PLUS AT 8%
- ------- ------------------------------ ------------------ ------------------
<S> <C> <C> <C>
1-3 $ 6,340 $6,340 $ 6,340
4-6 6,974 6,754 7,171
7-9 7,671 7,124 7,970
10-12 8,439 7,498 8,793
13-15 9,282 7,839 9,594
16 10,211 8,094 10,303
</TABLE>

As described above, a portion of the illustrated contribution is applied to
the Life Contingent Annuity. This amount will generally be larger under the
IRA Assured Payment Option than under the IRA APO Plus, and conversely a
smaller portion of the contribution will be allocated to Guarantee Periods
under the former than the latter. In this illustration, $79,556 is allocated
under the IRA Assured Payment Option to the Guarantee Periods and under the
IRA APO Plus, $88,522 is allocated to the Guarantee Periods and the
Investment Funds. The balance of the $100,000 ($20,444 and $11,478,
respectively) is applied to the Life Contingent Annuity.

The rates of return of 0% and 8% are for illustrative purposes only and are
not intended to represent an expected or guaranteed rate of return. Your
investment results will vary. Payments will also depend on the Guaranteed
Rates and Life Contingent Annuity purchase rates in effect as of the
Transaction Date. It is assumed that no Lump Sum Withdrawals are taken.

<PAGE>

APPENDIX V: IRS TAX DEDUCTION TABLE
- -----------------------------------------------------------------------------

If your Maximum Permissible Dollar 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 EXCESS AGI DEDUCTION EXCESS AGI DEDUCTION
- ------------ ----------- ------------ ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 0 $2,000 $2,550 $1,490 $5,050 $990 $ 7,550 $490
50 1,990 2,600 1,480 5,100 980 7,600 480
100 1,980 2,650 1,470 5,150 970 7,650 470
150 1,970 2,700 1,460 5,200 960 7,700 460
200 1,960 2,750 1,450 5,250 950 7,750 450
250 1,950 2,800 1,440 5,300 940 7,800 440
300 1,940 2,850 1,430 5,350 930 7,850 430
350 1,930 2,900 1,420 5,400 920 7,900 420
400 1,920 2,950 1,410 5,450 910 7,950 410
450 1,910 3,000 1,400 5,500 900 8,000 400
500 1,900 3,050 1,390 5,550 890 8,050 390
550 1,890 3,100 1,380 5,600 880 8,100 380
600 1,880 3,150 1,370 5,650 870 8,150 370
650 1,870 3,200 1,360 5,700 860 8,200 360
700 1,860 3,250 1,350 5,750 850 8,250 350
750 1,850 3,300 1,340 5,800 840 8,300 340
800 1,840 3,350 1,330 5,850 830 8,350 330
850 1,830 3,400 1,320 5,900 820 8,400 320
900 1,820 3,450 1,310 5,950 810 8,450 310
950 1,810 3,500 1,300 6,000 800 8,500 300
1,000 1,800 3,550 1,290 6,050 790 8,550 290
1,050 1,790 3,600 1,280 6,100 780 8,600 280
1,100 1,780 3,650 1,270 6,150 770 8,650 270
1,150 1,770 3,700 1,260 6,200 760 8,700 260
1,200 1,760 3,750 1,250 6,250 750 8,750 250
1,250 1,750 3,800 1,240 6,300 740 8,800 240
1,300 1,740 3,850 1,230 6,350 730 8,850 230
1,350 1,730 3,900 1,220 6,400 720 8,900 220
1,400 1,720 3,950 1,210 6,450 710 8,950 210
1,450 1,710 4,000 1,200 6,500 700 9,000 200
1,500 1,700 4,050 1,190 6,550 690 9,050 200
1,550 1,690 4,100 1,180 6,600 680 9,100 200
1,600 1,680 4,150 1,170 6,650 670 9,150 200
1,650 1,670 4,200 1,160 6,700 660 9,200 200
1,700 1,660 4,250 1,150 6,750 650 9,250 200
1,750 1,650 4,300 1,140 6,800 640 9,300 200
1,800 1,640 4,350 1,130 6,850 630 9,350 200
1,850 1,630 4,400 1,120 6,900 620 9,400 200
1,900 1,620 4,450 1,110 6,950 610 9,450 200
1,950 1,610 4,500 1,100 7,000 600 9,500 200
2,000 1,600 4,550 1,090 7,050 590 9,550 200
2,050 1,590 4,600 1,080 7,100 580 9,600 200
2,100 1,580 4,650 1,070 7,150 570 9,650 200
2,150 1,570 4,700 1,060 7,200 560 9,700 200
2,200 1,560 4,750 1,050 7,250 550 9,750 200
2,250 1,550 4,800 1,040 7,300 540 9,800 200
2,300 1,540 4,850 1,030 7,350 530 9,850 200
2,350 1,530 4,900 1,020 7,400 520 9,900 200
2,400 1,520 4,950 1,010 7,450 510 9,950 200
2,450 1,510 5,000 1,000 7,500 500 10,000 0
2,500 1,500
<FN>
- ------------

Excess AGI = Your AGI minus your THRESHOLD LEVEL:
If you are single, your Threshold Level is $25,000.
If you are married, your Threshold Level is $40,000.
If you are married and file a separate tax return, your Excess AGI = your AGI.
</TABLE>

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C> <C>
PAGE
--------
Part 1: Minimum Distribution Withdrawals 2
Part 2: Accumulation Unit Values 2
Part 3: Annuity Unit Values 2
Part 4: Custodian and Independent Accountants 3
Part 5: Money Market Fund and Intermediate Government
Securities Fund Yield Information 3
Part 6: Long-Term Market Trends 5
Part 7: Financial Statements 7
</TABLE>

HOW TO OBTAIN A ROLLOVER IRA STATEMENT OF ADDITIONAL
INFORMATION
Send this request form to:
Equitable Life
Income Management Group
P.O. Box 1547
Secaucus, NJ 07096-1547
Please send me an INCOME MANAGER Rollover IRA SAI:

---------------------------------------------------------
Name

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

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

<PAGE>

INCOME MANAGERSM
PROSPECTUS FOR
ASSURED GROWTH PLAN
AND
ASSURED PAYMENT PLAN
DATED NOVEMBER 1, 1995

ANNUITY CERTIFICATES
Issued By:
The Equitable Life Assurance Society of the United States

- ------------------------------------------------------------------------------
This prospectus describes certificates The Equitable Life Assurance Society
of the United States (EQUITABLE LIFE, WE, OUR and US) offers under an annuity
contract (INCOME MANAGER) issued on a group basis or as individual contracts.
Enrollment under a group contract will be evidenced by issuance of a
certificate. Certificates and individual contracts each will be referred to
as "Certificates." INCOME MANAGER Certificates described in this prospectus
are used for after-tax contributions to a non-qualified annuity. A minimum
contribution of $10,000 is required to put a Certificate into effect.

The INCOME MANAGER is a family of annuities designed to provide retirement
income. Under the INCOME MANAGER annuities described in this prospectus, the
Owner (CERTIFICATE OWNER, YOU and YOUR) can choose to have amounts accumulate
on a tax-deferred basis until a later date, by investing in any or all of the
available Guarantee Periods (ASSURED GROWTH PLAN). When you are ready to
start receiving income, you can receive guaranteed periodic payments under
the ASSURED PAYMENT PLAN (LIFE ANNUITY WITH A PERIOD CERTAIN). Under the
Assured Payment Plan, you may choose to receive level or increasing
guaranteed payments for a specified period of time, and continuing for life
thereafter. Under this plan you choose whether to receive payments for your
life (SINGLE LIFE) or for your life and the life of a joint Annuitant (JOINT
AND SURVIVOR) you designate.

Under the Assured Growth Plan you may choose from a variety of payout
options, including the Assured Payment Plan and other fixed annuities.

You are eligible for our Flexible Income Program when you purchase the
Assured Growth Plan by April 30, 1996 and invest solely in the Guarantee
Period with an Expiration Date of February 15, 1998. Then at any time before
December 31, 1997, you can transfer your investment to the Assured Payment
Plan (Life Annuity with a Period Certain) and start a lifetime of guaranteed
income.

Amounts allocated to a Guarantee Period accumulate on a fixed basis and are
credited with interest at a rate we set (GUARANTEED RATE) for the entire
period. On each business day (BUSINESS DAY) we will determine the Guaranteed
Rates available for amounts newly allocated to Guarantee Periods. A market
value adjustment (positive or negative) will be made for withdrawals,
transfers, surrender and certain other transactions from a Guarantee Period
before its expiration date (EXPIRATION DATE). The Guarantee Periods currently
available are those maturing in calendar years 1996 through 2005 under the
Assured Growth Plan, and 1996 through 2010 under the Assured Payment Plan.
Each Guarantee Period has its own Guaranteed Rates. On January 1, 1996, the
Guarantee Period maturing in calendar year 2006 will become available under
the Assured Growth Plan and a Guarantee Period maturing in calendar year 2011
will become available under the Assured Payment Plan. Also on January 1,
1996, the Guarantee Period maturing in calendar year 1996 will no longer be
available for new allocations.

This prospectus provides information about the INCOME MANAGER that
prospective investors should know before investing. You should read it
carefully and retain it for future reference.

A registration statement relating to interests under the Guarantee Periods
has been filed with the Securities and Exchange Commission (SEC).

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Equitable Life's Annual Report on Form 10-K for the year ended December
31, 1994 is incorporated herein by reference.

<PAGE>
- ------------------------------------------------------------------------------
PROSPECTUS TABLE OF CONTENTS
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C>
GENERAL TERMS PAGE 4

PART 1: SUMMARY PAGE 5

What is the INCOME MANAGER? 5
Assured Growth Plan 5
Flexible Income Program 6
Assured Payment Plan (Life Annuity with a
Period Certain) 6
Free Look Period 7
Services We Provide 7
Surrendering the Certificates 7
Income Annuity Options 8
Taxes 8
Premium Taxes 8
Equitable Life 8

PART 2: THE GUARANTEED PERIOD ACCOUNT PAGE 9

Guarantee Periods 9
Market Value Adjustment for
Transfers, Withdrawals or Surrender
Prior to the Expiration Date 10
Investments 10

PART 3:PROVISIONS OF THE ASSURED GROWTH PLAN
AND THE ASSURED PAYMENT PLAN PAGE 12

Assured Growth Plan 12
Contributions 12
Allocation of Contributions 12
Transfers 12
Options at Expiration Date of a
Guarantee Period 13
Withdrawals 13
Death Benefit 14
When the Certificate Owner Dies Before
the Annuitant 14
Surrendering the Certificates to Receive
the Cash Value 15
Assignment 15
Withdrawal Charge 15
Flexible Income Program 15
Assured Payment Plan (Life Annuity with
a Period Certain) 16
Lump Sum Withdrawals 18
Allocation of Lump Sum Withdrawals 18
Death Benefit 18
Surrendering the Certificates 19
Transfers 19
Assignment 19
Withdrawal Charge 19

PART 4: OTHER PROVISIONS OF THE CERTIFICATES
AND SERVICES WE PROVIDE PAGE 21

Methods of Payment 21
Free Look Period 21
Annuity Account Value 21
Cash Value 22
When Payments are Made 22
Beneficiary 22
Income Annuity Options 22
Distribution of the Certificates 23
Premium Taxes 24
Group or Sponsored Arrangements 24

PART 5: TAX ASPECTS OF THE CERTIFICATES PAGE 25

Tax Changes 25
Taxation of Non-Qualified Annuities 25
Federal and State Income Tax
Withholding 26
Generation Skipping Tax 27
Special Rules for Certificates Issued in
Puerto Rico 27
Transfers Among Guarantee Periods 27

PART 6:INDEPENDENT ACCOUNTANTS PAGE 28

APPENDIX: MARKET VALUE ADJUSTMENT
EXAMPLE PAGE 29
</TABLE>

<PAGE>
- ------------------------------------------------------------------------------
GENERAL TERMS
- ------------------------------------------------------------------------------

ANNUITANT--The individual who is the measuring life for determining annuity
benefits.

ANNUITY ACCOUNT VALUE--The sum of the present value of the Maturity Value in
each Guarantee Period. See "Annuity Account Value" in Part 4.

ANNUITY COMMENCEMENT DATE--Under the Assured Growth Plan, the date on which
amounts will be applied to provide an annuity benefit. Under the Assured
Payment Plan, the date on which annuity payments are to commence.

ASSURED GROWTH PLAN--A deferred annuity under which amounts accumulate on a
tax-deferred basis until a later date.

ASSURED PAYMENT PLAN (Life Annuity with a Period Certain)--An annuity which
provides guaranteed annual payments during a period certain and for your
lifetime thereafter or for your lifetime and the lifetime of a joint
Annuitant you designate.

CASH VALUE--The Annuity Account Value minus any applicable charges.

CERTIFICATE--The Certificate issued under the terms of a group annuity
contract and any individual contract, including any endorsements.

CERTIFICATE OWNER--The person who owns an INCOME MANAGER Certificate and has
the right to exercise all rights under the Certificate. Under the Assured
Payment Plan, the Certificate Owner must also be the Annuitant.

CODE--The Internal Revenue Code of 1986, as amended.

CONTRACT YEAR--The 12-month period beginning on your Contract Date and each
anniversary of that date.

EXPIRATION DATE--The date on which a Guarantee Period ends.

GUARANTEE PERIOD--Any of the periods of time ending on an Expiration Date
that are available for investment under the Certificate.

GUARANTEED PERIOD ACCOUNT--The Account that contains the Guarantee Periods.

GUARANTEED PERIOD AMOUNT--The term used to refer to the amount allocated to
and accumulated in each Guarantee Period.

GUARANTEED RATE--The annual interest rate established for each allocation to
a Guarantee Period.

JOINT AND SURVIVOR--The form of Assured Payment Plan (Life Annuity with a
Period Certain) under which after the death of an Annuitant payments continue
to the surviving Annuitant. Payments are made as long as at least one
Annuitant is living.

LIFE CONTINGENT ANNUITY--Provides guaranteed lifetime income beginning at a
future date under the Assured Payment Plan (Life Annuity with a Period
Certain).

MATURITY VALUE--The amount in a Guarantee Period on its Expiration Date.

PROCESSING OFFICE--The address to which all contributions, written requests
(e.g., transfers, withdrawals, etc.) or other written communications must be
sent. See "Services We Provide" in Part 1.

SINGLE LIFE--The form of Assured Payment Plan (Life Annuity with a Period
Certain) under which payments are made to you for your lifetime.

<PAGE>
- ------------------------------------------------------------------------------
PART 1: SUMMARY
- ------------------------------------------------------------------------------

WHAT IS THE INCOME MANAGER?

The INCOME MANAGER is a family of annuities designed to provide retirement
income. The Assured Growth Plan and Assured Payment Plan annuities described
in this prospectus provide for the investment of funds on an after-tax basis.
They feature a series of Guarantee Periods providing guaranteed interest. The
Assured Growth Plan and the Assured Payment Plan may not be available in all
states.

O GUARANTEE PERIODS

Guarantee Periods maturing on February 15th in each of calendar years 1996
through 2005 under the Assured Growth Plan and 1996 through 2010 under the
Assured Payment Plan are available. On January 1, 1996, the Guarantee
Period maturing in calendar year 2006 will become available under the
Assured Growth Plan and a Guarantee Period maturing in 2011 will become
available under the Assured Payment Plan. Also on January 1, 1996 the
Guarantee Period maturing in the calendar year 1996 will no longer be
available for new allocations.

ASSURED GROWTH PLAN

The Assured Growth Plan is for the accumulation phase of your retirement
investment program. You design your own program by selecting one or more of
the Guarantee Periods and allocating your contributions among them. Amounts
accumulate on a tax- deferred basis until amounts are withdrawn or
distributions become payable. You can decide when and if to apply amounts to
one of the Assured Payment Plans or to another fixed income annuity option.

o Contributions

To put a Certificate into effect, you must make a contribution of at least
$10,000. You may make subsequent contributions of at least $1,000 at any
time.

o Transfers

After the first Contract Year and prior to the Annuity Commencement Date,
you may transfer funds among the Guarantee Periods once per Contract Year.
Transfers must be in an amount of at least $2,000. Transfers may result in
a market value adjustment. Transfers among Guarantee Periods are not
taxable.

o Withdrawals

Lump Sum Withdrawals--After the first Contract Year, before the Annuity
Commencement Date while the Certificate is in effect, you may take a Lump
Sum Withdrawal from your Certificate once per Contract Year at any time
during such Contract Year. The minimum withdrawal amount is $1,000.

Principal Assurance Withdrawals--Principal Assurance Withdrawals are
designed to provide you with (i) level annual withdrawals in the calendar
years that you select, plus (ii) a Maturity Value equal to your original
contribution in the last calendar year that you select. You select a
calendar year in which you wish to receive the last withdrawal. Such year
must not be later than ten years nor earlier than seven years after the
year of election. You also select the year in which the withdrawals will
begin. Such withdrawals must be for a period of at least five consecutive
years.

Lump Sum Withdrawals may be subject to a withdrawal charge and may result
in a market value adjustment. Both Lump Sum Withdrawals and Principal
Assurance Withdrawals may be taxable and if you are under age 59 1/2 ,
subject to tax penalty.

o Death Benefit

If the Annuitant and successor Annuitant, if any, die before the Annuity
Commencement Date, the Certificate provides a death benefit. The
beneficiary will be paid the death benefit which is the greater of the
Annuity Account Value and the sum of the Guaranteed Period Amounts in each
Guarantee Period.

o Withdrawal Charge

A withdrawal charge is imposed as a percentage of each contribution made to
the extent that a Lump Sum Withdrawal exceeds the 10% free corridor amount,
or if the Certificate is surrendered to receive its Cash Value. While
Principal Assurance Withdrawals are in effect, a withdrawal charge, if any,

will apply to all Lump Sum Withdrawals. We determine the withdrawal charge
separately for each contribution in accordance with the table below.

<PAGE>

The applicable withdrawal charge percentage is determined by the Contract
Year in which the withdrawal is made or the Certificate is surrendered,
beginning with "Contract Year 1" with respect to each contribution
withdrawn or surrendered. For each contribution the Contract Year in which
we receive that contribution is "Contract Year 1."

FLEXIBLE INCOME PROGRAM

The Flexible Income Program is a special offer available on Assured Growth
Plan applications received from the date of this prospectus through April 30,
1996 with the Assured Payment Plan (Life Annuity with a Period Certain)
elected as the Income Annuity Option and subject to the following:

o You must be both the Owner and the Annuitant under the Assured Growth
Plan Certificate and be between the ages of 59 1/2 and 78.

o All contributions are invested in the Guarantee Period with an Expiration
Date of February 15, 1998.

o The Annuity Commencement Date is set at February 15, 1998.

If you comply with the above requirements, you may elect one of the following
before December 31, 1997:

o You may (subject to applicable age limits) elect to delay the Annuity
Commencement Date under your Assured Growth Plan and transfer to a
Guarantee Period with an Expiration Date of February 15, 2002 or later.
The amount transferred will be the greater of the Annuity Account Value
and the Guaranteed Period Amount.

If you have not made either election by December 31, 1997, we will send you a
letter outlining the options available to you upon the February 15, 1998
Expiration Date.

ASSURED PAYMENT PLAN
(Life Annuity with a Period Certain)

The Assured Payment Plan provides you with payments for a period certain
generally starting within 13 months of the Contract Date and continuing for
your lifetime or for your lifetime and the lifetime of a joint Annuitant
under the Life Contingent Annuity. You have a choice of level or increasing
payments. Payments are made on February 15th of each calendar year.

Based on certain information you provide, your contribution is allocated
among the Guarantee Periods and applied to the Life Contingent Annuity and
may not be changed (unless a Lump Sum Withdrawal is made). Payments you
receive during the period certain represent distributions of the Maturity
Values of serially maturing Guarantee Periods on their Expiration Dates. A
portion of each payment under the Assured Payment Plan will generally be
excludable from taxable income until you have received a tax-free recovery of
your investment in your Certificate.

The Life Contingent Annuity continues lifetime annual payments if you are
living at the end of the period certain. Payments continue annually during
your lifetime (and the lifetime of the joint Annuitant, if applicable) on the
same date of the year as the payments that were made during the period
certain. The portion of your contribution applied under the Life Contingent
Annuity does not have a Cash Value or an Annuity Account Value and,
therefore, does not provide for withdrawals.

o Contributions
To put a Certificate into effect, you must make a contribution of at
least $10,000. You may make subsequent contributions of at least $1,000
at any time up until 45 days before the Annuity Commencement Date.
However, subsequent contributions are not permitted after you attain age
78 except for contributions made within the first Contract Year. Also, if
you chose the Assured Payment Plan as an election under the Income
Annuity Options from another INCOME MANAGER Annuity Certificate, no
subsequent contributions are permitted.

Lump Sum Withdrawals may be subject to a withdrawal charge and may result
in a market value adjustment. Lump Sum Withdrawals will reduce the amount
of your future annual payments.

<PAGE>

certain starting on the scheduled Annuity Commencement Date, in lieu of
taking the death benefit. Unless you have elected a Joint and Survivor
form, no payment will be made under the Life Contingent Annuity.
If death occurs after the Annuity Commencement Date, payments will
continue to be made during the period certain to the designated
beneficiary on the same payment basis that was in effect prior to the
death. If you have elected a Joint and Survivor form, payments will be
made as long as either you or the joint Annuitant is living after the end
of the period certain. In lieu of continuing payments during the period
certain, the beneficiary may elect to receive a single sum.

o Surrendering Your Certificate
You may surrender your Certificate for its Cash Value, while it is in
effect, and thereafter receive the lifetime income provided by the Life
Contingent Annuity.

O Transfers

Transfers are not permitted.

o Withdrawal Charge

A withdrawal charge is imposed as a percentage of each contribution made to
the extent that a Lump Sum Withdrawal exceeds the 10% free corridor amount,
or if the Certificate is surrendered. The withdrawal charge is determined
separately for each contribution in accordance with the table below.

The applicable withdrawal charge percentage is determined by the Contact
Year in which the Lump Sum Withdrawal is made or the Certificate is
surrendered, beginning with "Contract Year 1" with respect to each
contribution. For each contribution, the Contract Year in which we receive
that contribution is "Contract Year 1."

FREE LOOK PERIOD

You have the right to examine the INCOME MANAGER Certificate for a period of
10 days after you receive it, and to return it to us for a refund. You may
cancel it by sending it to our Processing Office. Your refund will equal the
Annuity Account Value reflecting any positive or negative market value
adjustment, through the date we receive your Certificate at our Processing
Office. Under the Assured Payment Plan (Life Annuity with a Period Certain),
your refund will also include any amount applied to the Life Contingent
Annuity.

SERVICES WE PROVIDE

O REGULAR REPORTS

o Statement of your Certificate values as of the last day of the calendar
year;

o Three additional reports of your Certificate values each year;

o Written confirmation of financial transactions.

O TOLL-FREE TELEPHONE SERVICES

o Call 1-800-789-7771 for a recording of daily Guaranteed Rates applicable
to the Guarantee Periods. Also call during our regular business hours to
speak to one of our customer service representatives.

O PROCESSING OFFICE

O FOR CONTRIBUTIONS SENT BY REGULAR MAIL:

Equitable Life
Income Management Group
Post Office Box 13014
Newark, NJ 07188-0014

O FOR CONTRIBUTIONS SENT BY EXPRESS MAIL:

Equitable Life
c/o First Chicago National Processing Center
300 Harmon Meadow Boulevard, 3rd Floor
Attn: Box 13014

Secaucus, NJ 07094

o FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR TRANSFERS,
WITHDRAWALS) SENT BY REGULAR MAIL:

Equitable Life
Income Management Group
P.O. Box 1547
Secaucus, NJ 07096-1547

o FOR ALL OTHER COMMUNICATIONS (E.G., REQUEST FOR TRANSFERS, WITHDRAWALS)
SENT BY
EXPRESS MAIL:

Equitable Life
Income Management Group
200 Plaza Drive
Secaucus, NJ 07096

SURRENDERING THE CERTIFICATES

You may surrender a Certificate and receive the Cash Value at any time while
the Annuitant is living and the Certificate is in effect. Withdrawal charges
and a market value adjustment may apply. A surrender may also be subject to
income tax and tax penalty.

<PAGE>

INCOME ANNUITY OPTIONS

The Assured Growth Plan Certificates provide income annuity options to which
amounts may be applied at the Annuity Commencement Date. The income annuity
options, including the Assured Payment Plan (Life Annuity with a Period
Certain) and Assured Payment Plan (Period Certain), are offered on a fixed
basis. The Assured Payment Plan (Period Certain) is described in another
prospectus of ours. The Assured Payment Plan Certificates provide the income
annuity options to which the beneficiary may apply amounts if you die before
the Annuity Commencement Date.

TAXES

Generally, earnings on contributions made to the Certificate will not be
included in your taxable income until distributions are made from the
Certificate. Distributions prior to your attaining age 59 1/2 may be subject
to tax penalty.

PREMIUM TAXES

Generally, we deduct a charge for any premium taxes from the Annuity Account
Value on the Annuity Commencement Date or from your contribution(s) under the
Assured Payment Plan. The current premium tax charge that might be imposed
varies by state and ranges from 0 to 3.5%; the rate is 1% in Puerto Rico and
5% in the Virgin Islands.

EQUITABLE LIFE

<PAGE>
- ------------------------------------------------------------------------------
PART 2: THE GUARANTEED PERIOD ACCOUNT
- ------------------------------------------------------------------------------

GUARANTEE PERIODS

Each amount allocated to a Guarantee Period and held to the Period's
Expiration Date accumulates interest at a Guaranteed Rate. The Guaranteed
Rate for each allocation is the annual interest rate applicable to new
allocations to that Guarantee Period, which was in effect on the Transaction
Date for the allocation. We use the term Guaranteed Period Amount to refer to
the amount allocated to and accumulated in each Guarantee Period. The
Guaranteed Period Amount is reduced or increased by any market value
adjustment as a result of withdrawals, transfers or charges (see below).

Guarantee Periods and Expiration Dates

Under the Assured Growth Plan we currently offer Guarantee Periods ending on
February 15 for each of the maturity years 1996 through 2005. Under the
Assured Payment Plan, Guarantee Periods with maturity years 1996 through 2010
are available. As Guarantee Periods expire, we expect to add maturity years
so that generally 10 are available under the Assured Growth Plan and 15 are
available under the Assured Payment Plan at any time.

On January 1, 1996, the Guarantee Period maturing in calendar year 2006 will
become available under the Assured Growth Plan and a Guarantee Period
maturing in 2011 will become available under the Assured Payment Plan. Also
on January 1, 1996, the Guarantee Period expiring on February 15, 1996 will
no longer be available for new allocations.

See "Assured Growth Plan," "Allocation of Contributions," "Allocation
Restrictions" in Part 3 for limitations on allocation to Guarantee Periods
based on Annuitant's age.

We will not accept allocations to a Guarantee Period if, on the Transaction
Date:

o Such Transaction Date and the Expiration Date for such Guarantee Period
fall within the same calendar year.
o The Guaranteed Rate is 3%.
o Under the Assured Growth Plan, the Guarantee Period has an Expiration Date
beyond the latest permissible Annuity Commencement Date.

Guaranteed Rates and Price Per $100 of Maturity Value

Because the Maturity Value of a contribution allocated to a Guarantee Period
can be determined at the time it is made, you can determine the amount
required to be allocated to a Guarantee Period in order to produce a target
Maturity Value (assuming no transfers or withdrawals are made). The required
amount is the present value of that Maturity Value at the Guaranteed Rate on
the Transaction Date for the contribution, which may also be expressed as the
price per $100 of Maturity Value on such Transaction Date.

Guaranteed Rates for new allocations as of November 1, 1995 and the related
price per $100 of Maturity Value for each currently available Guarantee
Period were as follows:

<TABLE>
<CAPTION>
GUARANTEE
PERIODS WITH GUARANTEED
EXPIRATION DATE RATE AS OF PRICE PER $100
FEBRUARY 15 OF NOVEMBER 1, OF MATURITY
MATURITY YEAR 1995 VALUE
- --------------- ------------- --------------
<S> <C> <C>
1996 4.40% $98.76
1997 4.60 94.35
1998 4.77 89.87
1999 4.89 85.45
2000 4.94 81.30
2001 5.00 77.23
2002 5.12 73.02
2003 5.16 69.28
2004 5.28 65.26
2005 5.39 61.38
2006 5.37 58.35
2007 5.37 55.38
2008 5.37 52.55
2009 5.37 49.87
2010 5.37 47.33
</TABLE>

<PAGE>

Allocation Among Guarantee Periods

The above table is provided to illustrate the use of present value
calculations. It does not take into account withdrawals and withdrawal
charges or transfers among Guarantee Periods. Actual calculations will also
be based on Guaranteed Rates on each actual Transaction Date, which may
differ.

MARKET VALUE ADJUSTMENT FOR
TRANSFERS, WITHDRAWALS OR SURRENDER
PRIOR TO THE EXPIRATION DATE

(1) We determine the present value of the Maturity Value on the Transaction
Date as follows:

(a) We determine the Guaranteed Period Amount that would be payable on the
Expiration Date, using the applicable Guaranteed Rate.

(c) We determine the current Guaranteed Rate which applies on the Transaction
Date to new allocations to the same Guarantee Period.

(d) We determine the present value of the Guaranteed Period Amount payable at
the Expiration Date, using the period determined in (b) and the rate
determined in (c).

(2) We determine the Guaranteed Period Amount as of the current date.

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

The market value adjustment (positive or negative) resulting from a
withdrawal of a portion of the amount in a Guarantee Period will be a
percentage of the market value adjustment that would be applicable upon a
withdrawal of all funds from a Guarantee Period. This percentage is
determined by (i) dividing the amount of the withdrawal or transfer from the
Guarantee Period by (ii) the Annuity Account Value in such Guarantee Period
prior to the withdrawal or transfer. See the Appendix for an example.
The Guaranteed Rate for new allocations to a Guarantee Period is the rate we
have in effect for this purpose even if new allocations to that Guarantee
Period would not be accepted at the time. This rate will not be less than 3%
annually. If we do not have a Guaranteed Rate in effect for a Guarantee
Period to which the "current Guaranteed Rate" in (1)(c) would apply, we will
use the rate at the next closest Expiration Date. If we are no longer
offering new Guarantee Periods, the "current Guaranteed Rate" will be
determined in accordance with our procedures then in effect. For purposes of
calculating the market value adjustment only, we reserve the right to add up
to 0.25% to the current rate in (1)(c) above.

INVESTMENTS

Contributions received under the Certificates and allocated to Guarantee
Periods will be held in a "nonunitized" separate account established by
Equitable Life under the laws of New York. A nonunitized separate account is
a separate account in which the Certificate Owner has no claim on, or
participation in the performance of, the assets held in the account.
Investments purchased with amounts allocated to the Guaranteed Period
Account are the property of Equitable Life. Any favorable investment
performance on the assets held in the separate account accrues solely to
Equitable Life's benefit. Equitable Life may, subject to applicable state
law, transfer all assets allocated to the separate account to its general
account. Regardless of whether assets supporting Guaranteed Period
Accounts are held in a separate account or our general account, all
benefits relating to the Annuity Account Value in the Guaranteed Period
Account are guaranteed by Equitable Life.

General Account

Our general account supports all of our policy and contract guarantees
including those applicable to the Guaranteed Period Account, as well as our
general obligations. Amounts applied under the Life Contingent Annuity become
part of our general account. For a discussion of the Life Contingent Annuity
see "Payments After the Period Certain," in Part 3.

The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Because of
applicable exemptions 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 1940 Act.
Accordingly, neither the general account nor the Life Contingent Annuity is
subject to regulation under the 1933 Act or the 1940 Act. However, the market
value adjustment interests under the Certificates are registered under the
1933 Act.

We have been advised that the staff of the SEC has not made a review of the
disclosure that is included in this prospectus for your information that
relates to the general account (other than market value adjustment interests)
and the Life Contingent Annuity. The disclosure, 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.

<PAGE>

- ------------------------------------------------------------------------------
PART 3: PROVISIONS OF THE ASSURED GROWTH PLAN
AND THE ASSURED PAYMENT PLAN
- ------------------------------------------------------------------------------

The Assured Growth Plan Certificates described in this prospectus are
designed to provide retirement income. We also have a special limited time
offer Flexible Income Program under which you can convert your Assured Growth
Plan into guaranteed income for life under the Assured Payment Plan (Life
Annuity with a Period Certain). The Assured Growth Plan and the Assured
Payment Plan may not be available in all states.

ASSURED GROWTH PLAN

Under the Assured Growth Plan (available for Annuitant issue ages 20 to 78)
amounts accumulate on a tax-deferred basis until the Annuity Commencement
Date.

You design your own investment program selecting one or more of the Guarantee
Periods. Transfers among the Guarantee Periods may be made according to our
rules described below. You can decide when and if to apply amounts to the
Assured Payment Plan or another income annuity option. See "Income Annuity
Options" in Part 4 and "Assured Payment Plan (Life Annuity with a Period
Certain)" below.

CONTRIBUTIONS

The initial contribution under the Assured Growth Plan must be at least
$10,000. You may make subsequent contributions in an amount of at least
$1,000. Subsequent contributions under this plan may no longer be made once
the Annuitant reaches age 78.

We may refuse to accept any contribution if the sum of all contributions
received under a Certificate would then total more than $1,500,000.

ALLOCATION OF CONTRIBUTIONS

You have two options from which to choose for allocation of your
contributions: Self-Directed Allocation and Principal Assurance Withdrawals
Allocation.

Self-Directed Allocation

You design your own investment program by allocating your contributions among
the Guarantee Periods in any way you choose. We allocate your initial
contribution among the Guarantee Periods according to your instructions. You
must provide allocation instructions for each subsequent contribution. If we
do not receive subsequent instructions from you, your entire subsequent
contribution will be allocated to the Guarantee Period with the earliest
Expiration Date. You may choose to invest in one or up to all available
Guarantee Periods at the same time. Allocations must be in whole percentages,
and are subject to the restrictions under "Guarantee Periods and Expiration
Dates" in Part 2 and other restrictions described below.

Principal Assurance Withdrawals Allocation

If you elect this option, we will allocate your initial contribution for you
among serially maturing Guarantee Periods based on selections that you make.
See "Principal Assurance Withdrawals" below.

Allocation Restrictions

Under the Assured Growth Plan allocations to Guarantee Periods are limited
for Annuitants ages 71 and above as follows: For ages 71 through 74,
allocations may not be made to a Guarantee Period with a maturity year that
would exceed the year in which the Annuitant will attain age 80. For
Annuitants ages 75 and above, allocations may be made only to Guarantee
Periods with maturities of five years or less; however, in no event may
allocations be made to Guarantee Periods with maturities beyond the latest
permissible Annuity Commencement Date.

TRANSFERS

After the first Contract Year and prior to the Annuity Commencement Date, you
may transfer funds among the Guarantee Periods once per Contract Year.
Transfers are subject to the restrictions above and as set forth under
"Guarantee Periods and Expiration Dates" in Part 2 and must be in an amount
of at least $2,000, or the entire Annuity Account Value in a Guarantee
Period, if less.

A transfer request will be effective on the Transaction Date and transfers
from a Guarantee Period, other than on the Expiration Date, will result in a
market value adjustment (either positive or negative) as of the Transaction
Date. All transfers among the Guarantee Periods will be confirmed in writing.

Transfer requests must be made directly to our Processing Office. Your
request for a transfer should

<PAGE>
- ------------------------------------------------------------------------------
ASSURED GROWTH PLAN (CONTINUED)
- ------------------------------------------------------------------------------

specify your Certificate number, the amounts or percentages to be transferred
and the Guarantee Period(s) to and from which the amounts are to be
transferred. Your transfer request may be in writing or by telephone.

OPTIONS AT EXPIRATION DATE OF A
GUARANTEE PERIOD

We will notify you on or before December 31st prior to the Expiration Date of
each Guarantee Period in which you have any Guaranteed Period Amount. You may
elect one of the following options to be effective at the Expiration Date,
subject to the restrictions set forth under "Guarantee Periods and Expiration
Dates" in Part 2 and "Allocation Restrictions" above:

(a) to transfer the Maturity Value into any Guarantee Period we are then
offering; or

(b) to withdraw the Maturity Value (subject to any withdrawal charges which
may apply).

If we have not received your election as of the Expiration Date, the Maturity
Value in the expired Guarantee Period will be transferred into the Guarantee
Period with the earliest Expiration Date.

WITHDRAWALS

The Assured Growth Plan is an annuity contract, even though you may elect to
receive your benefits in a non-annuity form. You may withdraw funds from your
Certificate before the Annuity Commencement Date and while the Annuitant is
alive. You may withdraw an amount equal to the 10% free corridor amount
without incurring a withdrawal charge.

Withdrawals may be taxable and subject to tax penalty (as a deterrent to
early withdrawal, generally prior to age 59 1/2 ). We may also be required to
withhold income taxes from the amount distributed. See "Part 5: Tax Aspects
of the Certificates."

The methods for withdrawing funds under the Assured Growth Plan are listed
below.

o LUMP SUM WITHDRAWALS--After the first Contract Year, you may take one
withdrawal per Contract Year at any time during such Contract Year in an
amount of at least $1,000.

A request to withdraw more than 90% of the Cash Value as of the Transaction
Date will result in the termination of the Certificate and will be treated
as a surrender of the Certificate for its Cash Value. See "Surrendering the
Certificates to Receive the Cash Value" below.

To make a Lump Sum Withdrawal, you must submit a request in a form
satisfactory to us which specifies the Guarantee Periods from which the
Lump Sum Withdrawal will be taken. If we have received the information we
require, the requested withdrawal will become effective on the Transaction
Date and proceeds will usually be mailed within seven calendar days
thereafter, but we may delay payment as described in "When Payments Are
Made" in Part 4. If we receive only partially completed information, our
Processing Office will contact you for specific instructions before your
request can be processed.

o PRINCIPAL ASSURANCE WITHDRAWALS--This option is designed to provide you
with (i) level annual withdrawals for calendar years that you select,
plus (ii) a Maturity Value equal to your original contribution in the
last calendar year that you select. To achieve this result, you select a
calendar year in which you wish to receive the last withdrawal. Such year
must not be later than ten years nor earlier than seven years from the
year of your election. You also select the year in which the withdrawals
will begin. However, such withdrawals must be for a period of at least
five consecutive years. Principal Assurance Withdrawals are not available
where the Annuitant's age is 74 or above.

If Principal Assurance Withdrawals are elected at issue of the Certificate,
based on the above information and the amount of your initial contribution,
your entire contribution will be allocated by us. A portion of such
contribution will be allocated among Guarantee Periods serially maturing in
the years you select, including the last year. The level annual withdrawals
represent distributions

of the Maturity Values of these serially maturing Guarantee Periods on
their Expiration Dates. An additional amount is allocated to the Guarantee
Period with an Expiration Date in the last calendar year. This represents
the balance of your initial contribution. The Maturity Value in this
Guarantee Period on the Expiration Date will equal your initial
contribution plus your final level annual withdrawal. You have the option
of withdrawing or transferring the amount which is equal to your initial
contribution to another Guarantee Period available at that time.

If Principal Assurance Withdrawals are elected at any time after issue of
the Certificate, based on the information you provide as described above,
your entire Annuity Account Value will be allocated by us among the
Guarantee Periods.

You may elect Principal Assurance Withdrawals at any time by submitting a
request satisfactory to us. Principal Assurance Withdrawals will be
terminated if: (i) you cancel these withdrawals at any time by sending a
written request satisfactory to us; (ii) you request a transfer of your
Annuity Account Value which was allocated under the Principal Assurance
Withdrawals option; or (iii) you make a Lump Sum Withdrawal.

Any subsequent contributions you make while under Principal Assurance
Withdrawals will be allocated to the Guarantee Period with the latest
Expiration Date you have elected. Alternatively, you may elect to have your
subsequent contributions allocated to any one or more Guarantee Periods
with Expiration Dates beyond the last calendar year you selected for your
Principal Assurance Withdrawals. For any subsequent contribution equal to
$10,000 or more, you may request to have your Principal Assurance
Withdrawals redesigned.

Principal Assurance Withdrawals are not subject to a withdrawal charge.

DEATH BENEFIT

When the Annuitant Dies

Generally, upon receipt of proof satisfactory to us of the Annuitant's death
before the Annuity Commencement Date, we will pay the death benefit to the
beneficiary named in your Certificate. See "Beneficiary" in Part 4. The death
benefit payable will be determined as of the date we receive such proof of
death and any required instructions as to the method of payment. See "How
Payment is Made" below.

The death benefit is equal to the Annuity Account Value, or if greater, the
sum of the Guaranteed Period Amounts in each Guarantee Period. See "Guarantee
Periods" in Part 2.

How Payment is Made

We will pay the death benefit to the beneficiary in the form of the income
annuity option you have chosen under your Certificate. If no income annuity
option has been chosen at the time of the Annuitant's death, the beneficiary
will receive the death benefit in a lump sum. However, subject to certain
exceptions in the Certificate, Equitable Life's rules then in effect and any
other applicable requirements under the Code, the beneficiary may elect to
apply the death benefit to one of our Assured Payment Plans or to one or more
income annuity options offered by Equitable Life. See "Income Annuity
Options" in Part 4. Such an election when made on a timely basis, can defer
otherwise taxable income. See "Death Benefits" in Part 5. Note that if you
are both the Certificate Owner and the Annuitant, only a life annuity or an
annuity that does not extend beyond the life expectancy of the beneficiary
may be elected.

Successor Annuitant

If you are both the Certificate Owner and the Annuitant and you elect your
spouse to be the sole primary beneficiary and to be the successor
Annuitant/Certificate Owner, then no death benefit is payable until your
surviving spouse's death.

WHEN THE CERTIFICATE OWNER DIES
BEFORE THE ANNUITANT

If you are the Certificate Owner but not the Annuitant and you die before the
Annuity Commencement Date, the beneficiary named to receive the death benefit
upon the Annuitant's death will automatically succeed as Certificate Owner
(unless you name a different person as successor Owner in a written form
acceptable to us and send it to our Processing Office). The Certificate
provides that the original Certificate Owner's entire interest in the
Certificate be completely distributed to the named beneficiary by the fifth
anniversary of such Owner's death (unless an income annuity option is elected
and payments begin within one year after the Certificate Owner's death and
are made over the beneficiary's life or over a period not to exceed the
beneficiary's life expectancy). If an income annuity option has not been
elected, as described above, on the fifth anniversary of your death we will
pay any Annuity Account Value remaining on such date, less any applicable
withdrawal charge. If the successor

Certificate Owner is your surviving spouse, no distributions are required as
long as both the surviving spouse and the Annuitant are living.

SURRENDERING THE CERTIFICATES TO
RECEIVE THE CASH VALUE

You may surrender a Certificate to receive the Cash Value at any time while
the Annuitant is living and before the Annuity Commencement Date.

For a surrender to be effective, we must receive your written request and the
Certificate at our Processing Office. The Cash Value will be determined on
the Transaction Date. All benefits under the Certificate will be terminated
as of that date. You may receive the Cash Value in a single sum payment or
apply it under one or more income annuity options. See "Income Annuity
Options" in Part 4. We will usually pay the Cash Value within seven calendar
days, but we may delay payment as described in "When Payments are Made" in
Part 4.

For the tax consequences of surrenders, see "Part 5: Tax Aspects of the
Certificates." The 10% free corridor amount is not applicable to a surrender.

ASSIGNMENT

WITHDRAWAL CHARGE

A withdrawal charge will be imposed as a percentage of each contribution made
to the extent that a Lump Sum Withdrawal exceeds the free corridor amount, or
if the Certificate is surrendered to receive its Cash Value. While Principal
Assurance Withdrawals are in effect, a withdrawal charge, if any, will apply
to all Lump Sum Withdrawals. We determine the withdrawal charge separately
for each contribution in accordance with the table below.

The applicable withdrawal charge percentage is determined by the Contract
Year in which the Lump Sum Withdrawal is made or the Certificate is
surrendered, beginning with "Contract Year 1" with respect to each
contribution withdrawn or surrendered. For each contribution, the Contract
Year in which we receive that contribution is "Contract Year 1."

The withdrawal charge is deducted from the Guarantee Periods from which each
such withdrawal is made in proportion to the amount being withdrawn from each
Guarantee Period.

Free Withdrawal Amount (Free Corridor)

No withdrawal charge will be applied during any Contract Year in which a
Lump Sum Withdrawal does not exceed 10% of the Annuity Account Value at the
beginning of the Contract. The 10% maximum is called the free corridor
amount. There will be no free corridor for Lump Sum Withdrawals while
Principal Assurance Withdrawals are in effect. The 10% free corridor amount
is not applicable to a surrender. Principal Assurance Withdrawals are not
subject to a withdrawal charge.

For purposes of calculating the withdrawal charge, (1) we treat contributions
as being withdrawn on a first-in first-out basis, and (2) amounts withdrawn
up to the free corridor amount are not considered a withdrawal of any
contributions. Although we treat contributions as withdrawn before earnings
for purposes of calculating the withdrawal charge, for purposes of
calculating taxable income on a pre- annuitization withdrawal the Federal
income tax law treats earnings as withdrawn first. See "Part 5: Tax Aspects
of the Certificates."

The withdrawal charge is to help cover sales expenses. This charge will not
be increased for the life of the Certificates. We may reduce this charge
under group or sponsored arrangements. See "Group or Sponsored Arrangements"
in Part 4.

FLEXIBLE INCOME PROGRAM*

This special offer is available on applications for the Assured Growth Plan
received by us from the date of this prospectus through April 30, 1996, with
the Assured Payment Plan (Life Annuity with a Period Certain), described

below, elected as your Income Annuity Option. The Flexible Income Program is
available subject to the following:

o You are the Owner and the Annuitant, and are between the ages of 59 1/2
and 78.

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

* May not be available in all states.

o All contributions are invested in the Guarantee Period with an Expiration
Date of February 15, 1998.

o The Annuity Commencement Date of your Assured Growth Plan Certificate is
set at February 15, 1998.

If you comply with the above requirements, you may elect one of the following
on or before December 31, 1997:

o You may request acceleration of the Annuity Commencement Date under your
Assured Growth Plan Certificate to a date prior to February 15, 1998, and
the greater of the Annuity Account Value and the Guaranteed Period Amount
will be applied to the Assured Payment Plan. Because no negative market
value adjustment will apply, you will be able to take advantage of any
increase in Guaranteed Rates offered under the Assured Payment Plan
during this period. The withdrawal charge applied under the Assured
Payment Plan will be based on the original issue date of your Assured
Growth Plan Certificate.

o You may (subject to applicable age limits) elect to delay the Annuity
Commencement Date under your Assured Growth Plan Certificate and transfer
to a Guarantee Period with an Expiration Date of February 15, 2002 or
later. The amount transferred will be the greater of the Annuity Account
Value and the Guaranteed Period Amount.

Any other transfer will terminate the Flexible Income Program and regular
Assured Growth Plan provisions will apply.

The effect of using the greater of the Annuity Account Value and the
Guaranteed Period Amount is that if applicable interest rates have increased,
there will be no negative market value adjustment.

If you have not elected to accelerate the Annuity Commencement Date or made a
transfer by December 31, 1997, we will send you a letter on that date
outlining the options available to you upon the February 15, 1998 Expiration
Date of the Guarantee Period. The options are as follows:

o You may confirm that the Assured Payment Plan applied for should be put
into effect. At this point you have the option of changing the form of
the Assured Payment Plan (i.e., single life or joint and survivor, date
payments are to start, length of period certain, etc.) you initially
elected. On February 15, 1998 the Maturity Value in the Guarantee Period
under the Assured Growth Plan will be applied to the Assured Payment
Plan. The first payment under the Assured Payment Plan will be February
15, 1999, unless otherwise elected.

o You may elect to have the Maturity Value on the Expiration Date applied
to certain other annuity forms that we offer at that time.

o You may elect to defer the Annuity Commencement Date under your Assured
Growth Plan Certificate, subject to our maximum age limits. If you make
such an election, you must specify the Guarantee Period(s) to which the
Maturity Value in the expired Guarantee Period should be transferred; if
not specified, the Maturity Value will be transferred into the Guarantee
Period with the earliest Expiration Date.

In any event if we have not received notification of your election by
February 14, 1998, the Maturity Value will be applied to the Assured Payment
Plan based on your initial election in the application.

If you take a Lump Sum Withdrawal prior to the time payments start under the
Assured Payment Plan or under any annuity payout option, such withdrawal will
be treated for tax purposes like any other withdrawal under the Assured
Growth Plan.

ASSURED PAYMENT PLAN
(Life Annuity with a Period Certain)

This Assured Payment Plan is an annuity designed to provide lifetime
payments, with a period certain, with payments generally starting within 13
months of the Contract Date.

The Assured Payment Plan is designed to provide you with guaranteed annual
payments on a Single Life basis or a Joint and 100% to Survivor basis. It may
also provide payments on a Joint and one-half to Survivor or a Joint and
two-thirds to Survivor basis.

This Assured Payment Plan is available at issue ages 59 1/2 through 83.

Contributions

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ASSURED PAYMENT PLAN (Life Annuity with a Period Certain)(continued)
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the first Contract Year. Also, if your Assured Payment Plan resulted from an
election under the Income Annuity Options from another INCOME MANAGER
Certificate, no subsequent contributions are permitted.

Allocation of Contributions

Based on the amount of your contribution, your age and sex (and the age and
sex of the joint Annuitant, if the Joint and Survivor is elected), the form
of annuity and the period certain you select, your contribution is allocated
by us among the Guarantee Periods and the Life Contingent Annuity and may not
be changed by you. Any subsequent contributions will also be allocated by us
to the Guarantee Periods and the Life Contingent Annuity.

Period Certain Payments

The annual payments you receive during the period certain you select
represent distributions of the Maturity Values of serially maturing Guarantee
Periods on their Expiration Dates. These payments are designed to pay out the
entire Annuity Account Value by the end of the period certain. All payments
committed to be paid out must be paid out as the Guarantee Periods serially
mature. Unlike the Principal Assurance Withdrawals described above under the
Assured Growth Plan, once commenced, these annual payments occur
automatically on February 15th of each maturity year through income payments
to you and may not be stopped. Unlike some annuities that provide periodic
payments, you will be able to make Lump Sum Withdrawals or surrender the
Certificate for its Cash Value prior to the end of the period certain.

You may elect to receive level annual payments during the period certain and
under the Life Contingent Annuity. Or, you may elect to receive payments that
increase. If you elect the increasing payments, during the period certain,
payments increase by 10% every three years. After the end of the period
certain, payments continue under the Life Contingent Annuity. Your first
payment under the Life Contingent Annuity will be 10% greater than the final
payment under the period certain. See "Payments After the Period Certain"
below. A portion of each payment under the Assured Payment Plan is excluded
from taxable income until the total amount of your investment in the contract
has been recovered.

If you elect level payments, you may select a period certain of not less than
7 years nor more than 15 years. The maximum period certain available based on
your age at issue of the Certificate is as follows:

<TABLE>
<CAPTION>
ISSUE AGE MAXIMUM PERIOD CERTAIN
--------------------------
<S> <C>
70 or under 15 years
71 through 75 85 less your issue age
76 through 80 10 years
81 through 83 90 less your issue age
</TABLE>

If you elect increasing payments, you do not have a choice as to the period
certain. Based on your age at issue of the Certificate, your period certain
will be as follows:

<TABLE>
<CAPTION>
ISSUE AGE PERIOD CERTAIN
- ----------------- ------------------
<S> <C>
70 or under 15 years
71 through 73 12 years
74 through 81 9 years
82 through 83 6 years
</TABLE>

Purchase Restrictions for Joint & Survivors

Under the Joint and Survivor forms: (i) for purposes of the above
limitations, we use the age of the younger Annuitant; (ii) neither you nor
the joint Annuitant can be over age 83; (iii) under level payments the Joint
and 100% to Survivor form is only available for the longest period certain
permitted.

Payments After the Period Certain

Annuity does not have a Cash Value or an Annuity Account Value and,
therefore, does not provide for withdrawals.

You may elect to have the Life Contingent Annuity provide level or increasing
payments on a Single

<PAGE>
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ASSURED PAYMENT PLAN (Life Annuity with a Period Certain)(continued)
- ------------------------------------------------------------------------------

Life or a Joint and 100% to Survivor basis. If you elect increasing payments,
your first payment under the Life Contingent Annuity will be 10% greater than
the final payment under the period certain. Thereafter, payments will
increase annually based on the increase in the Consumer Price Index, but in
no event greater than 3% per year nor less than 0%. The Life Contingent
Annuity may also provide payments on a Joint and one-half to Survivor or a
Joint and two-third to Survivor basis.

LUMP SUM WITHDRAWALS

After the first Contract Year, you may take a Lump Sum Withdrawal once per
Contract Year at any time during such Contract Year. You may request such
withdrawal, in an amount of at least $1,000, by submitting a written request
on a form satisfactory to us. A request to withdraw more than 90% of the Cash
Value as of the Transaction Date will result in the termination of the
Certificate and will be treated as a surrender of the Certificate for its
Cash Value. See "Surrendering the Certificates" below. Amounts withdrawn from
the Guaranteed Period Account, other than at the Expiration Date, will result
in a market value adjustment. See "Market Value Adjustment for Withdrawals,
Transfers Prior to the Expiration Date" in Part 2. If you take a Lump Sum
Withdrawal a portion of such Lump Sum Withdrawal may be excludable from
taxable income.

A withdrawal charge will be imposed as a percentage of each contribution made
to the extent that a Lump sum Withdrawal exceeds the free corridor amount.

ALLOCATION OF LUMP SUM WITHDRAWALS

Lump Sum Withdrawals will be taken from all remaining Guarantee Periods to
which your Annuity Account Value is allocated such that the amount of the
annual payments and the length of the period certain will be reduced, and the
date payments under the Life Contingent Annuity are to start will be
accelerated. Additional amounts above the amount of the requested withdrawal
will be withdrawn from the Guarantee Periods and applied to the Life
Contingent Annuity to the extent necessary to achieve this result. As a
result, the same pattern of payments will continue in reduced amounts for
your life, and if applicable, the life of your joint Annuitant. If you have
elected increasing payments, the first reduction in your payments will take
place no later than the date of the next planned increase.

Example

The example below illustrates the effect of a Lump Sum Withdrawal. This
example assumes a single contribution of $100,000 is paid on November 1,
1995, which purchases level annual payments of $7,586 for a male and female,
both age 70, on a Joint and two-thirds to Survivor basis with a period
certain of 15 years. It assumes a Lump Sum Withdrawal at the beginning of the
fourth Contract Year of 25% of an Annuity Account Value of $68,560 at which
time the Annuitants are age 73.

The requested withdrawal amount would be $17,140 ($68,560 x .25). In this
case, $6,856 ($68,560 x .10) would be the free corridor amount and could be
withdrawn without the imposition of a withdrawal charge. The balance $10,284
($17,140 -$6,856) would be considered a withdrawal of a part of the
contribution of $100,000. This contribution would be subject to a 4.0%
withdrawal charge of $411 ($10,284 x .04). The Annuity Account Value after
the withdrawal is $51,009 ($68,560-$17,140-$411). The payments would be
reduced to $6,226 and the remaining period certain would be reduced to 10
years from 12.

DEATH BENEFIT

Before the Annuity Commencement Date

Upon receipt of proof satisfactory to us of your death before the Annuity
Commencement Date the death benefit will be paid to the beneficiary named in
your Certificate. See "Beneficiary" in Part 4. The death benefit is the
greater of the Annuity Account Value and the sum of the Guaranteed Period
Amounts in each Guarantee Period. However, if your spouse is the designated
beneficiary under the Certificate, such beneficiary may elect to receive the
annual payments for the period certain starting on the scheduled Annuity
Commencement Date in lieu of taking the death benefit. Unless you have
elected a Joint and Survivor form, no payment will be made under the Life
Contingent Annuity. The death benefit payable relates only to the Guarantee
Periods; a death benefit is never payable under the Life Contingent Annuity.

How Payment is Made

exceptions in the Certificate, Equitable Life's rules then in effect and any
other applicable requirements under the Code, the beneficiary may elect to
apply the death benefit to one or more income annuity options offered by
Equitable Life. See "Income Annuity Options" in Part 4. Such an election when
made on a timely basis, can defer otherwise taxable income. See "Death
Benefits" in Part 5. Note that only a life annuity or an annuity that does
not extend beyond the life expectancy of the beneficiary may be elected.

After the Annuity Commencement Date

If death occurs after the Annuity Commencement Date, payments will continue
to be made during the period certain to the designated beneficiary on the
same payment basis that was in effect prior to the death. If you have elected
a Joint and Survivor form, payments will be made as long as either you or the
joint Annuitant is living after the end of the period certain. The designated
beneficiary and the joint Annuitant must be the same person. In lieu of
continuing payments during the period certain, the beneficiary may elect to
receive a single sum. If a single sum is elected within one year from the
date of death, the single sum will be equal to the Annuity Account Value, or
if greater, the sum of the Guaranteed Period Amounts in each Guarantee
Period. After one year, the beneficiary may surrender the Certificate and
receive the Cash Value. If a single sum is elected and there is a joint
Annuitant, the date payments are to start under the Life Contingent Annuity
will be accelerated so that payments will be made in reduced amounts.

SURRENDERING THE CERTIFICATES

You may surrender the Certificate for its Cash Value at any time while it is
in effect, and thereafter receive the lifetime income provided by the Life
Contingent Annuity.

For a surrender to be effective, we must receive your written request and the
Certificate at our Processing Office. The Cash Value will be determined on
the Transaction Date. All period certain benefits under the Certificate will
be terminated as of that date. We will usually pay the Cash Value in a single
sum payment within seven calendar days, but we may delay payment as described
in "When Payments are Made" in Part 4.

Once your Certificate has been surrendered, it will be returned to you with a
notation that the Life Contingent Annuity is still in effect. The Life
Contingent Annuity cannot be surrendered. The date payments are to start
under the Life Contingent Annuity will be accelerated to the date when the
next payment was to be received under the period certain and such payments
will be made in reduced amounts.

For the tax consequences of surrenders, see "Part 5: Tax Aspects of the
Certificates."

TRANSFERS

No transfers are permitted under the Assured Payment Plan.

ASSIGNMENT

Certificates purchased under the Assured Payment Plan may not be assigned.

WITHDRAWAL CHARGE

A withdrawal charge will be imposed as a percentage of each contribution made
to the extent that a Lump Sum Withdrawal, exceeds the free corridor amount,
or if the Certificate is surrendered to receive the Cash Value. We determine
the withdrawal charge separately for each contribution in accordance with the
table below.

The applicable withdrawal charge percentage is determined by the Contract
Year in which the Lump Sum Withdrawal is made or the Certificate is
surrendered, beginning with "Contract Year 1" with respect to each
contribution withdrawn or surrendered. For each contribution, the Contract
Year in which we receive that contribution is "Contract Year 1."

The withdrawal charge is deducted from the Guarantee Periods from which each

such Lump Sum Withdrawal is made in proportion to the amount being withdrawn
from each Guarantee Period.

Free Withdrawal Amount (Free Corridor)

No withdrawal charge will be applied during any Contract Year in which the
amount of the Lump Sum withdrawal does not exceed 10% of the Annuity
Account Value at the beginning of the Contract Year. The 10% maximum is
called the free corridor amount. The 10% free corridor amount is not
applicable to a surrender.

For purposes of calculating the withdrawal charge, (1) we treat contributions
as being withdrawn on a

<PAGE>

first-in first-out basis, and (2) amounts withdrawn up to the free corridor
amount are not considered a withdrawal of any contributions. Although we
treat contributions as withdrawn before earnings for purposes of calculating
the withdrawal charge, the Federal income tax law treats earnings as
withdrawn first. See "Part 5: Tax Aspects of the Certificates."

<PAGE>
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PART 4: OTHER PROVISIONS OF THE CERTIFICATES AND SERVICES
WE PROVIDE
- ------------------------------------------------------------------------------

The provisions of your Certificate may be restricted by applicable laws or
regulations. Except as otherwise noted, all of the following provisions are
applicable to both the Assured Growth Plan and the Assured Payment Plan.

METHODS OF PAYMENT

Contributions are credited as of the Transaction Date.

Wire Transmittals

Contributions accepted by wire order will receive the Guaranteed Rate(s) in
effect for the applicable Guarantee Period(s) on the date contributions are
received. Wire orders not accompanied by complete information may be retained
for a period not exceeding five Business Days while an attempt is made to
obtain the required information. If the required information cannot be
obtained within those five Business Days, the Processing Office will inform
the broker-dealer, on behalf of the applicant, of the reasons for the delay
and return the contribution immediately to the applicant, unless the
applicant specifically consents to our retaining the contribution until the
required information is received by the Processing Office.

After your Certificate has been issued, subsequent contributions may be
transmitted by wire.

FREE LOOK PERIOD

You have the right to examine the INCOME MANAGER Certificate for a period of
10 days after you receive it, and to return it to us for a refund. You cancel
it by sending it to our Processing Office. The free look is extended if your
state requires a refund period of longer than 10 days. This right applies
only to the initial owner of a Certificate.

Your refund will equal the Annuity Account Value reflecting any positive or
negative market value adjustment, through the date we receive your
Certificate at our Processing Office. Under the Assured Payment Plan (Life
Annuity with a Period Certain) your refund will also include any amount
applied to the Life Contingent Annuity. Some states may require that we
calculate the refund differently.

We follow these same procedures if you change your mind before a Certificate
has been issued, but after a contribution has been made. See "Part 5: Tax
Aspects of the Certificates" for possible consequences of canceling your
Certificate during the free look period.

If you cancel your Certificate during the free look period, we may require
that you wait six months before you may apply for a Certificate with us
again.

ANNUITY ACCOUNT VALUE

<PAGE>

Guaranteed Rate. At the Expiration Date the Annuity Account Value in the
Guaranteed Period Account will equal the Maturity Value. See "Part 2: The
Guaranteed Period Account."

CASH VALUE

The Cash Value under the Certificate reflects any upward or downward market
value adjustment. See "Part 2: The Guaranteed Period Account." On any date
while the Certificate is in effect, the Cash Value is equal to the Annuity
Account Value less any withdrawal charge. The free corridor amount will not
apply when calculating the withdrawal charge applicable upon a surrender. See
"Surrendering the Certificates to Receive the Cash Value," and "Withdrawal
Charge" in Part 3.

WHEN PAYMENTS ARE MADE

We can defer payment of any portion of the Annuity Account Value (other than
for death benefits) for up to six months while you are living. We may also
defer payments for any amount attributable to a contribution made in the form
of a check for a reasonable amount of time (not to exceed 15 days) to permit
the check to clear.

BENEFICIARY

You designate the beneficiary at the time you apply for the Certificate.
While the Certificate is in effect, you may change your beneficiary by
writing to our Processing Office. The change will be effective on the date
the written submission was signed.

INCOME ANNUITY OPTIONS

Income annuity options provide periodic payments over a specified period of
time which may be fixed or may be based on the Annuitant's life.
Annuitization payments are calculated as of the Annuity Commencement Date,
which is on file with our Processing Office. Under the Assured Growth Plan
you can change the Annuity Commencement Date by writing to our Processing
Office any time before the Annuity Commencement Date. However, you may not
choose a date later than the 28th day of any month. Also, no Annuity
Commencement Date under the Assured Growth Plan will be later than the
February 15th which follows the Contract Date anniversary following the
Annuitant's 85th birthday.

Under the Assured Growth Plan, before the Annuity Commencement Date, we will
send a letter advising that annuity benefits may be elected. Unless you
otherwise elect, we will pay fixed annuity benefits on the "normal form"
indicated for your Certificate as of the Annuity Commencement Date. The
amount applied to provide the annuity benefit will be (1) the Annuity Account
Value for any life annuity form or (2) the Cash Value for any period certain
only annuity form except that if the period certain is more than five years,
the amount applied will be no less than 95% of the Annuity Account Value.

Under the Assured Payment Plan, if you die before the Annuity Commencement
Date, the beneficiary may elect to apply the death benefit to an income
annuity option. Only a life annuity or an annuity that does not extend beyond
the life expectancy of the beneficiary may be elected.

Annuity Forms

o Period Certain Annuity: This annuity form guarantees payments for a
specific period of time, usually 5, 10, 15 or 20 years, and does not
involve life contingencies.

o Joint and Survivor Life Annuity: This annuity form guarantees life income
to you and, after your death, continuation of income to the survivor.

o Assured Payment Plan: one of the series of INCOME MANAGER annuities which
offers both income and access to the Cash Value. If you are

<PAGE>

the Owner and Annuitant of an Assured Growth Plan Certificate, you may at
any time apply your Annuity Account Value to purchase the Assured Payment
Plan (Life Annuity with a Period Certain) described below, provided you
meet the issue age and payment restrictions for an Assured Payment Plan.
If the Annuity Account Value is applied from an Assured Growth Plan
Certificate to purchase the Assured Payment Plan at a time when the
dollar amount of the withdrawal charge is greater than 2% of remaining
contributions (after withdrawals), such withdrawal charge will not be
deducted. However, a new withdrawal charge schedule will apply under the
Assured Payment Plan. For purposes of the Assured Payment Plan withdrawal
charge schedule, the year in which your Annuity Account Value is applied
under the Assured Payment Plan will be "Contract Year 1." If the Annuity
Account Value is applied from the Assured Growth Plan when the dollar
amount of the withdrawal charge is 2% or less, there will be no
withdrawal charge schedule under the Assured Payment Plan. You should
consider the timing of your purchase as it relates to the potential for
withdrawal charges under the Assured Payment Plan. No subsequent
contributions will be permitted under the Assured Payment Plan
Certificate.

You may also apply your Annuity Account Value to purchase the Assured
Payment Plan (Period Certain) once withdrawal charges under the Assured
Growth Plan are no longer in effect. This version of the Assured Payment
Plan provides for annual payments for a specified period. No withdrawal
charges will apply under the Assured Payment Plan Certificate. The Assured
Payment Plan (Period Certain) is described in our Prospectus for the
Assured Payment Plan, dated November 1, 1995. Copies are available from
your registered representative.

To purchase an Assured Payment Plan we require the return of your Assured
Growth Plan Certificate. An Assured Payment Plan Certificate will be issued
putting the Assured Payment Plan in effect.

Depending upon your circumstances, this may be accomplished on a tax-free
basis. Consult your tax adviser.

Amounts may be applied from the Assured Growth Plan to the Assured Payment
Plan (Life Annuity with a Period Certain) under our special offer. See
"Flexible Income Program" in Part 3.

The life annuity-period certain and the life annuity- refund certain are
available on either a single life or joint and survivor life basis.

The Certificate offers the income annuity options outlined above in fixed
form. Fixed annuity payments are guaranteed by us and will be based on the
tables of guaranteed annuity payments in your Certificate or on our then
current annuity rates, whichever is more favorable for the Annuitant.

For all Annuitants, the normal form of annuity provides for fixed payments.
We may offer other forms not outlined here.

For each income annuity option, we will issue a separate written agreement
putting the option into effect. Before we pay any annuity benefit, we require
the return of the Certificate.

The amount of the annuity payments will depend on the amount applied to
purchase the annuity, the type of annuity chosen and, in the case of a life
income annuity option, the Annuitant's age (or the Annuitant's and joint
Annuitant's ages) and in certain instances, the sex of the Annuitant(s). Once
an income annuity option is chosen and payments have commenced, no change can
be made.

DISTRIBUTION OF THE CERTIFICATES

Equitable Distributors, Inc. (EDI), an indirect wholly owned subsidiary of
Equitable Life, has responsibility for sales and marketing functions and may
be deemed to be the distributor of the Certificates. EDI is registered with
the SEC as a broker-dealer under the Exchange Act and is a member of the
National Association of Securities Dealers, Inc. EDI's principal business
address is 787 Seventh Avenue, New York, New York 10019. The Certificates
will be sold by registered representatives of EDI and its affiliates, who are
also our licensed insurance agents, as well as by unaffiliated broker-dealers
with which EDI has entered into selling agreements. Broker- dealer sales
compensation (including for EDI and its affiliates) will not exceed five
percent of total contributions made under a Certificate. EDI may also receive
compensation and reimbursement for its marketing services under the terms of
its distribution agreement with Equitable Life. Broker-dealers receiving
sales compensation will generally pay a portion thereof to their registered
representatives as commission related to sales of the Certificates. The
offering of the Certificates is intended to be continuous.

<PAGE>

PREMIUM TAXES

Generally, we deduct any applicable charges for state and local taxes from
the amount applied to provide an income annuity option under the Assured
Growth Plan. In certain states, however, we may deduct the charge for taxes
when contributions are made rather than at the Annuity Commencement Date and
for amounts applied under the Assured Payment Plan. The current premium tax
charge that might be imposed varies by state and ranges from 0% to 3.5%; the
rate is 1% in Puerto Rico and 5% in the Virgin Islands.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the withdrawal
charge or change the minimum initial contribution requirements. We may
increase Guaranteed Rates for the Guarantee Periods and under the Assured
Payment Plan, reduce purchase rates for the Life Contingent Annuity. Group
arrangements include those in which a trustee or an employer, for example,
purchases contracts covering a group of individuals on a group basis.
Sponsored arrangements include those in which an employer allows us to sell
Certificates to its employees or retirees on an individual basis.

We will make these and any similar reductions according to our rules in
effect when a Certificate is approved for issue. We may change these rules
from time to time. Any variation in the withdrawal charge will reflect
differences in costs or services and will not be unfairly discriminatory.

<PAGE>
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PART 5: TAX ASPECTS OF THE CERTIFICATES
- ------------------------------------------------------------------------------

This prospectus generally covers our understanding of the current Federal
income tax rules that apply to an annuity purchased with after-tax dollars
(non- qualified annuity).

TAX CHANGES

Any such change could have retroactive effects regardless of the date of
enactment. We suggest you consult your legal or tax adviser.

TAXATION OF NON-QUALIFIED ANNUITIES

Equitable Life has designed the INCOME MANAGER Certificates to qualify as an
"annuity" for purposes of Federal income tax law. Annuity contract payments
are taxable as ordinary income and are subject to income tax withholding. See
"Federal and State Income Tax Withholding" below. Gains in the Annuity
Account Value of the Certificate generally will not be taxable to an
individual until a distribution occurs, either by a withdrawal of part or all
of its value or as a series of periodic payments. However, there are some
exceptions to this rule: (1) if an individual transfers a Certificate as a
gift to someone other than a spouse (or divorced spouse), any gain in its
Annuity Account Value will be taxed at the time of transfer; (2) the
assignment or pledge of any portion of the value of a Certificate will be
treated as a distribution of that portion of the Certificate; and (3) when an
insurance company (or its affiliate) issues more than one non-qualified
deferred annuity certificate or contract during any calendar year to the same
taxpayer, the certificates or contracts are required to be aggregated in
computing the taxable amount of any distribution.

Corporations, partnerships, trusts and other non- natural persons generally
cannot defer the taxation of current income credited to the Certificate
unless an exception under the Code applies.

Withdrawals Under the Assured Growth Plan and the Assured Payment Plan

Prior to the Annuity Commencement Date, any withdrawals (withdrawals which do
not terminate your total interest in the Certificate) are taxable to you to
the extent there has been a gain in the Annuity Account Value. The balance of
the distribution is treated as a return of the "investment" or "basis" in the
Certificate and is not taxable. Generally, the investment or basis in the
Certificate equals the contributions made, less any amounts previously
withdrawn which were not taxable. Special rules may apply if contributions
made to another annuity certificate or contract prior to August 14, 1982 are
transferred to a Certificate in a tax-free exchange. To take advantage of
these rules, you should notify us prior to such an exchange.

If you surrender or cancel the Certificate, the distribution is taxable to
the extent it exceeds the investment in the Certificate.

You should discuss with your tax adviser the effect of any surrender or
withdrawal under an Assured Payment Plan.

Annuity Payments Under the Assured Growth Plan and the Assured Payment Plan

Once annuity payments begin (whether under the Assured Payment Plan or under
another income annuity option), a portion of each payment is considered to be
a tax-free recovery of investment based on the ratio of the investment to the
expected return under the Certificate. The remainder of each payment will be
taxable. In the case of a life annuity, after the total investment in the
contract has been recovered, future payments are fully taxable. If payments
cease as a result of death, a deduction for any unrecovered investment will
be allowed.

Taxation of Lump Sum Withdrawals Made After Payments Have Commenced Under the
Assured Payment Plan

If your Lump Sum Withdrawal terminates all periodic payments due, it will be
taxable as a complete surrender as discussed above. If you make a Lump Sum
Withdrawal under the Assured Payment Plan which does not terminate all
periodic payments due, then a portion of the remaining reduced payments will
be eligible for tax-free recovery of investment.

<PAGE>

Also, a portion of such Lump Sum Withdrawal may be excludable from taxable
income. You should discuss with your tax adviser the taxation of any
surrender or withdrawal of Cash Value.

Penalty Tax

In addition to income tax, a penalty tax of 10% applies to the taxable
portion of a distribution unless the distribution is (1) made on or after the
date you attain age 59 1/2 , (2) made on or after your death, (3)
attributable to your disability, (4) is part of a series of substantially
equal installments as an annuity for your life (or life expectancy) or the
joint lives (or joint life expectancies) of you and a beneficiary, (5) with
respect to income allocable to amounts contributed to an annuity certificate
or contract prior to August 14, 1982 which are transferred to the Certificate
in a tax-free exchange, or (6) payments under an immediate annuity. An
immediate annuity is generally an annuity which commences payments within one
year from purchase and provides for a series of substantially equal periodic
payments made at least annually.

Death Benefits

If, as a result of the Annuitant's death, the beneficiary is entitled to
receive the death benefit described in Part 3, the beneficiary is generally
subject to the same tax treatment as would apply to you. If the beneficiary
takes the death benefit in a single sum, the beneficiary is treated as if the
Certificate had been surrendered. The tax computation will reflect your
investment in the Certificate.

If the beneficiary elects to take the death benefit in the form of a life
income or installment option including exercising an option to take Assured
Payment Plan payments, the election should be made within 60 days after the
day on which a single sum death benefit first becomes payable and before any
benefit is actually paid. The taxable income that would otherwise occur on a
deemed surrender of the Certificate, will be deferred, and payments will be
taxed as described above under "Annuity Payments Under the Assured Growth
Plan and the Assured Payment Plan."

FEDERAL AND STATE INCOME TAX
WITHHOLDING

Certain states have indicated that annuity income tax withholding will apply
to payments from the Certificates made to residents. In some states, a
recipient may elect out of state withholding. Generally, an election out of
Federal withholding will also be considered an election out of state
withholding. If you need more information concerning a particular state or
any required forms, call our Processing Office at the toll-free number and
consult your tax adviser.

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

<PAGE>

GENERATION SKIPPING TAX

As a general rule, if death benefits are payable to a person two or more
generations younger than you, a Federal generation skipping tax may be
payable with respect to the benefit at rates similar to the maximum estate
tax rate in effect at the time. The generation skipping tax provisions
generally apply to transfers which would also be subject to the gift and
estate tax rules. Individuals are generally allowed an aggregate generation
skipping tax exemption of $1 million. If we believe a benefit may be subject
to generation skipping tax we may be required to withhold for such tax unless
we receive acceptable written confirmation that no such tax is payable.
Because these rules are complex, you should consult with your tax adviser for
specific information, especially where benefits are passing to younger
generations, as opposed to a spouse or child.

SPECIAL RULES FOR CERTIFICATES ISSUED IN PUERTO RICO

Under current law Equitable Life treats income from Assured Growth Plan and
Assured Payment Plan Certificates as U.S.-source. A Puerto Rico resident is
subject to U.S. taxation on such U.S.-source income. Only Puerto Rico-source
income of Puerto Rico residents is excludable from U.S. taxation. Income from
Assured Growth Plan and Assured Payment Plan Certificates is also subject to
Puerto Rico tax. The computation of the taxable portion of amounts
distributed from a Certificate may differ in the two jurisdictions.
Therefore, an individual might have to file both U.S. and Puerto Rico tax
returns, showing different amounts of income for each. Puerto Rico generally
provides a credit against Puerto Rico tax for U.S. tax paid. Depending on an
individual's personal situation and the timing of the different tax
liabilities, an individual may not be able to take full advantage of this
credit.

Please consult your tax adviser to determine the applicability of these rules
to your own tax situation.

TRANSFERS AMONG GUARANTEE PERIODS

Under the Assured Growth Plan, transfers among the Guarantee Periods are not
taxable. No transfers are allowed under the Assured Payment Plan.

<PAGE>
- ------------------------------------------------------------------------------
PART 6: INDEPENDENT ACCOUNTANTS
- ------------------------------------------------------------------------------

<PAGE>

APPENDIX: MARKET VALUE ADJUSTMENT EXAMPLE

February 15, 2000 (After Withdrawal)
- -------------------------------------------
(4) Portion of (3) Associated
with Withdrawal: (3) x [$50,000 / (1)] . $ 4,501 $ (4,851)
(5) Reduction in Guaranteed
Period Amount: [$50,000-(4)] ........... 45,499 54,851
(6) Guaranteed Period Amount: (2)-(5) ..... 85,581 76,229
(7) Maturity Value ......................... 120,032 106,915
(8) Present Value of (7), also
Annuity Account Value .................. 94,048 69,487
</TABLE>

<PAGE>

INCOME MANAGERSM
PROSPECTUS FOR
ASSURED PAYMENT PLAN

DATED NOVEMBER 1, 1995
------------------------

ANNUITY CERTIFICATES
Issued By:
The Equitable Life Assurance Society of the United States
- ------------------------------------------------------------------------------

This prospectus describes certificates The Equitable Life Assurance Society
of the United States (EQUITABLE LIFE, WE, OUR and US) offers under an annuity
contract (INCOME MANAGER) issued on a group basis or as individual contracts.
Enrollment under a group contract will be evidenced by issuance of a
certificate. Certificates and individual contracts each will be referred to
as "Certificates." INCOME MANAGER Certificates described in this prospectus
are used for after-tax contributions to a non-qualified annuity. A minimum
contribution of $10,000 is required to put a Certificate into effect.

The INCOME MANAGER is a family of annuities designed to provide retirement
income. Under the INCOME MANAGER annuities described in this prospectus, the
Owner (CERTIFICATE OWNER, YOU and YOUR) may choose to receive guaranteed
periodic payments under one of our ASSURED PAYMENT PLANS. You may choose to
receive level guaranteed payments payable for a specified period (PERIOD
CERTAIN) with payments generally starting within 13 months. Or, you may
choose to receive level or increasing guaranteed payments for a specified
period of time, and continuing for life thereafter (LIFE ANNUITY WITH A
PERIOD CERTAIN). Under this plan you choose whether to receive payments for
your life (SINGLE LIFE) or for your life and the life of a joint Annuitant
(JOINT AND SURVIVOR) you designate.

Amounts allocated to a Guarantee Period accumulate on a fixed basis and are
credited with interest at a rate we set (GUARANTEED RATE) for the entire
period. On each business day (BUSINESS DAY) we will determine the Guaranteed
Rates available for amounts newly allocated to Guarantee Periods. A market
value adjustment (positive or negative) will be made for withdrawals,
surrender and certain other transactions from a Guarantee Period before its
expiration date (EXPIRATION DATE). The Guarantee Periods currently available
are those maturing in calendar years 1996 through 2010. Each Guarantee Period
has its own Guaranteed Rates. On January 1, 1996, a Guarantee Period maturing
in calendar year 2011 will become available and the Guarantee Period maturing
in 1996 will no longer be available for new allocations.

This prospectus provides information about the INCOME MANAGER that
prospective investors should know before investing. You should read it
carefully and retain it for future reference.

A registration statement relating to interests under the Guarantee Periods
has been filed with the Securities and Exchange Commission (SEC).

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Equitable Life's Annual Report on Form 10-K for the year ended December
31, 1994 is incorporated herein by reference.

<PAGE>
- ------------------------------------------------------------------------------
PROSPECTUS TABLE OF CONTENTS
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C>
GENERAL TERMS PAGE 4

PART 1: SUMMARY PAGE 5

What is the INCOME MANAGER? 5
Assured Payment Plan (Life Annuity with
a Period Certain) 5
Assured Payment Plan (Period Certain) 6
Other Provisions of the Assured Payment
Plan 6
Free Look Period 6
Services We Provide 6
Surrendering the Certificates 7
Income Annuity Options 7
Taxes 7
Premium Taxes 7
Equitable Life 7

PART 2: THE GUARANTEED PERIOD ACCOUNT PAGE 8

Guarantee Periods 8
Market Value Adjustment for
Withdrawals or Surrender Prior to the
Expiration Date 9
Investments 9

PART 3:PROVISIONS OF THE ASSURED PAYMENT
PLAN PAGE 11

Assured Payment Plan (Life Annuity with
a Period Certain) 11
Lump Sum Withdrawals 12
Allocation of Lump Sum Withdrawals 13
Death Benefit 13
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Surrendering the Certificates 14
Assured Payment Plan (Period Certain) 14
Lump Sum Withdrawals 14
Allocation of Lump Sum Withdrawals 14
Death Benefit 14
Other Provisions of the Assured Payment
Plan 15
Assignment 15
Surrendering the Certificates to
Receive the Cash Value 15
Withdrawal Charge 15

PART 4: OTHER PROVISIONS OF THE CERTIFICATES
AND SERVICES WE PROVIDE PAGE 17

Methods of Payment 17
Free Look Period 17
Annuity Account Value 17
Cash Value 18
When Payments are Made 18
Beneficiary 18
Income Annuity Options 18
Distribution of the Certificates 18
Premium Taxes 19
Group or Sponsored Arrangements 19

PART 5: TAX ASPECTS OF THE CERTIFICATES PAGE 20

Tax Changes 20
Taxation of Non-Qualified Annuities 20
Federal and State Income Tax
Withholding 21
Generation Skipping Tax 22
Special Rules for Certificates Issued in
Puerto Rico 22

PART 6:INDEPENDENT ACCOUNTANTS PAGE 23

APPENDIX: MARKET VALUE ADJUSTMENT
EXAMPLE PAGE 24
</TABLE>

<PAGE>
- ------------------------------------------------------------------------------
GENERAL TERMS

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

ANNUITANT--The individual who is the measuring life for determining annuity
benefits.

ANNUITY ACCOUNT VALUE--The sum of the present value of the Maturity Value in
each Guarantee Period. See "Annuity Account Value" in Part 4.

ANNUITY COMMENCEMENT DATE--The date on which annuity payments are to
commence.

ASSURED PAYMENT PLAN (Period Certain)-- An immediate annuity under which you
elect to receive a level stream of annual payments for a period certain.

CASH VALUE--The Annuity Account Value minus any applicable charges.

CERTIFICATE--The Certificate issued under the terms of a group annuity
contract and any individual contract, including any endorsements.

CERTIFICATE OWNER--The person who owns an INCOME MANAGER Certificate and has
the right to exercise all rights under the Certificate. The Certificate Owner
must also be the Annuitant.

CODE--The Internal Revenue Code of 1986, as amended.

CONTRACT YEAR--The 12-month period beginning on your Contract Date and each
anniversary of that date.

EXPIRATION DATE--The date on which a Guarantee Period ends.

GUARANTEE PERIOD--Any of the periods of time ending on an Expiration Date
that are available for investment under the Certificate.

GUARANTEED PERIOD ACCOUNT--The Account that contains the Guarantee Periods.

GUARANTEED PERIOD AMOUNT--The term used to refer to the amount allocated to
and accumulated in each Guarantee Period.

GUARANTEED RATE--The annual interest rate established for each allocation to
a Guarantee Period.

LIFE CONTINGENT ANNUITY--Provides guaranteed lifetime income beginning at a
future date under the Assured Payment Plan (Life Annuity with a Period
Certain).

MATURITY VALUE--The amount in a Guarantee Period on its Expiration Date.

PROCESSING OFFICE--The address to which all contributions, written requests
(e.g., withdrawals, etc.) or other written communications must be sent. See
"Services We Provide" in Part 1.

SINGLE LIFE--The form of Assured Payment Plan (Life Annuity with a Period
Certain) under which payments are made to you for your lifetime.

<PAGE>

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

WHAT IS THE INCOME MANAGER?

The INCOME MANAGER is a family of annuities designed to provide retirement
income. The Assured Payment Plan annuities described in this prospectus
provide for the investment of funds on an after- tax basis. They feature a
series of Guarantee Periods providing guaranteed interest. The Assured
Payment Plan may not be available in all states.

O GUARANTEE PERIODS

Guarantee Periods maturing on February 15th in each of calendar years 1996
through 2010 are available. On January 1, 1996, a Guarantee Period maturing
in calendar year 2011 will become available and the Guarantee Period
maturing on February 15, 1996 will no longer be available for new
allocations.

ASSURED PAYMENT PLAN
(Life Annuity with a Period Certain)

This version of the Assured Payment Plan provides you with payments for a
period certain generally starting within 13 months of the Contract Date and
continuing for your lifetime or for your lifetime and the lifetime of a joint
Annuitant under the Life Contingent Annuity. You have a choice of level or
increasing payments. Payments are made on February 15th of each calendar
year. You can also elect to delay the date payments will start. You may elect
to defer the date payments will start generally for a period of up to five
years. The ability to defer the payment start date may not be available in
all states.

Based on certain information you provide, your contribution is allocated
among the Guarantee Periods and applied to the Life Contingent Annuity and
may not be changed (unless a Lump Sum Withdrawal is made). Payments you
receive during the period certain represent distributions of the Maturity
Values of serially maturing Guarantee Periods on their Expiration Dates. A
portion of each payment will generally be excludable from taxable income
until you have received a tax-free recovery of your investment in your
Certificate.

o Lump Sum Withdrawals
After the first Contract Year and while the Certificate is in effect, you
may take a Lump Sum Withdrawal from your Certificate once per Contract
Year at any time during such Contract Year. You may request such Lump Sum
Withdrawal, which must be at least $1,000, by submitting a written
request in a form satisfactory to us. Lump Sum Withdrawals may result in
a market value adjustment.
Lump Sum Withdrawals may be subject to a withdrawal charge to the extent
that a Lump Sum Withdrawal exceeds the 10% free corridor amount. Lump Sum
Withdrawals will reduce the amount of your future annual payments.

o Death Benefit
If the Annuitant dies before the Annuity Commencement Date, the
Certificate provides a death benefit. The beneficiary will be paid the
death benefit which is the greater of the Annuity Account Value and the
sum of the Guaranteed Period Amounts in each Guarantee Period. However,
if your spouse is the designated beneficiary under the Certificate and
you have not elected to delay the payment start date, or if payments are
scheduled to start within one year under a deferral schedule, such
beneficiary may elect to receive the annual payments for the period
certain starting on the scheduled Annuity Commencement Date, in lieu of
taking the death benefit. Unless you have elected a Joint and Survivor
form, no

<PAGE>

payment will be made under the Life Contingent Annuity.
If death occurs after the Annuity Commencement Date, payments will
continue to be made during the period certain to the designated
beneficiary on the same payment basis that was in effect prior to the
death. If you have elected a Joint and Survivor form, payments will be
made as long as either you or the joint Annuitant is living after the end
of the period certain. In lieu of continuing payments during the period
certain, the beneficiary may elect to receive a single sum.

o Surrendering Your Certificate
You may surrender your Certificate for its Cash Value, and thereafter
receive the lifetime income provided by the Life Contingent Annuity.

ASSURED PAYMENT PLAN (Period Certain)

Under this version of the Assured Payment Plan, you will receive a level
stream of annual payments which are fully guaranteed for a period certain
which you select. The period certain may be for a duration of from 7 to 15
years. Payments will generally start within 13 months of the Contract Date.
Based on information you provide, your contribution is allocated among the
Guarantee Periods and may not be changed (unless a Lump Sum Withdrawal is
made). Payments you receive during the period certain represent distributions
of the Maturity Values of serially maturing Guarantee Periods on their
Expiration Dates. A portion of each payment under this Assured Payment Plan
will be excludable from taxable income.

o Contributions

To put the Certificate into effect, you must make a single contribution of
at least $10,000. Subsequent contributions are not permitted.

o Lump Sum Withdrawals

After the first Contract Year and while the Certificate is in effect, you
may take a Lump Sum Withdrawal from your Certificate once per Contract Year
at any time during such Contract Year. You may request such Lump Sum
Withdrawal, which must be in a minimum amount of the greater of $2,000 or
25% of the Cash Value, by submitting a written request in a form
satisfactory to us. Lump Sum Withdrawals may result in a market value
adjustment and may be subject to a withdrawal charge. There is no free
corridor amount for Lump Sum Withdrawals. Lump Sum Withdrawals will reduce
the amount of your future annual payments.

o Death Benefit

If the Annuitant dies before the Annuity Commencement Date, the Certificate
provides a death benefit. The beneficiary will be paid the death benefit
which is the greater of the Annuity Account Value and the sum of the
Guaranteed Period Amounts in each Guarantee Period.

If the Annuitant dies after the Annuity Commencement Date, payments will
continue to be made for the remainder of the period certain to the
designated beneficiary on the same payment basis that was in effect at the
time of death, or the beneficiary may elect to receive a single sum.

OTHER PROVISIONS OF THE ASSURED
PAYMENT PLAN

o Withdrawal Charge

A withdrawal charge is imposed as a percentage of each contribution for a
Lump Sum Withdrawal as discussed above, or if the Certificate is
surrendered. The withdrawal charge is determined separately for each
contribution in accordance with the table below.

The applicable withdrawal charge percentage is determined by the Contact Year
in which the Lump Sum Withdrawal is made or the Certificate is surrendered.
For each contribution, the Contract Year in which we receive that
contribution is "Contract Year 1."

FREE LOOK PERIOD

You have the right to examine the INCOME MANAGER Certificate for a period of
10 days after you receive it, and to return it to us for a refund. You may

cancel it by sending it to our Processing Office. Your refund will equal the
Annuity Account Value reflecting any positive or negative market value
adjustment, through the date we receive your Certificate at our Processing
Office. If you elected the Assured Payment Plan (Life Annuity with a Period
Certain), your refund will also include any amount applied to the Life
Contingent Annuity.

SERVICES WE PROVIDE

O REGULAR REPORTS

o Statement of your Certificate values as of the last day of the calendar
year;

<PAGE>

o Three additional reports of your Certificate values each year;

o Written confirmation of financial transactions.

O TOLL-FREE TELEPHONE SERVICES

O PROCESSING OFFICE

O FOR CONTRIBUTIONS SENT BY REGULAR MAIL:

Equitable Life
Income Management Group
Post Office Box 13014
Newark, NJ 07188-0014

o FOR CONTRIBUTIONS SENT BY EXPRESS MAIL:

Equitable Life
c/o First Chicago National Processing Center
300 Harmon Meadow Boulevard, 3rd Floor
Attn: Box 13014
Secaucus, NJ 07094

o FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR WITHDRAWALS) SENT BY
REGULAR MAIL:

Equitable Life
Income Management Group
P.O. Box 1547
Secaucus, NJ 07096-1547

o FOR ALL OTHER COMMUNICATIONS (E.G., REQUESTS FOR WITHDRAWALS) SENT BY
EXPRESS MAIL:

Equitable Life
Income Management Group
200 Plaza Drive
Secaucus, NJ 07096

SURRENDERING THE CERTIFICATES

INCOME ANNUITY OPTIONS

The Certificates provide income annuity options to which the beneficiary may
have amounts applied if you die before the Annuity Commencement Date. The
income annuity options, are offered on a fixed basis.

TAXES

PREMIUM TAXES

Generally, we deduct a charge for any premium taxes from your
contribution(s). The current premium tax charge that might be imposed varies
by state and ranges from 0 to 3.5%; the rate is 1% in Puerto Rico and 5% in
the Virgin Islands.

EQUITABLE LIFE

GUARANTEE PERIODS

Each amount allocated to a Guarantee Period and held to the Period's
Expiration Date accumulates interest at a Guaranteed Rate. The Guaranteed
Rate for each allocation is the annual interest rate applicable to new
allocations to that Guarantee Period, which was in effect on the Transaction
Date for the allocation. We use the term Guaranteed Period Amount to refer to
the amount allocated to and accumulated in each Guarantee Period. The
Guaranteed Period Amount is reduced or increased by any market value
adjustment as a result of withdrawals, transfers or charges (see below).

Guarantee Periods and Expiration Dates

We currently offer Guarantee Periods ending on February 15 for each of the
maturity years 1996 through 2010. As Guarantee Periods expire, we expect to
add maturity years so that generally 15 are available. On January 1, 1996, a
Guarantee Period maturing in calendar year 2011 will become available and the
Guarantee Period expiring on February 15, 1996 will no longer be available
for new allocations.

We will not allocate amounts to a Guarantee Period if, on the Transaction
Date:

o Such Transaction Date and the Expiration Date for such Guarantee Period
fall within the same calendar year.
o The Guaranteed Rate is 3%.

Guaranteed Rates and Price Per $100 of Maturity Value

Because the Maturity Value of a contribution allocated to a Guarantee Period
can be determined at the time it is made, you can determine the amount
required to be allocated to a Guarantee Period in order to produce a target
Maturity Value (assuming no withdrawals are made). The required amount is the
present value of that Maturity Value at the Guaranteed Rate on the
Transaction Date for the contribution, which may also be expressed as the
price per $100 of Maturity Value on such Transaction Date.

Guaranteed Rates for new allocations as of November 1, 1995 and the related
price per $100 of Maturity Value for each currently available Guarantee
Period were as follows:

<TABLE>
<CAPTION>
GUARANTEE
PERIODS WITH GUARANTEED
EXPIRATION DATE RATE AS OF PRICE PER $100
FEBRUARY 15 OF NOVEMBER 1, OF MATURITY
MATURITY YEAR 1995 VALUE
- --------------- ------------- --------------
<S> <C> <C>
1996 4.40% $98.76
1997 4.60 94.35
1998 4.77 89.87
1999 4.89 85.45
2000 4.94 81.30
2001 5.00 77.23
2002 5.12 73.02
2003 5.16 69.28
2004 5.28 65.26
2005 5.39 61.38
2006 5.37 58.35
2007 5.37 55.38
2008 5.37 52.55
2009 5.37 49.87
2010 5.37 47.33
</TABLE>

Allocation Among Guarantee Periods

<PAGE>

The above table is provided to illustrate the use of present value
calculations. It does not take into account withdrawals and withdrawal
charges. Actual calculations will also be based on Guaranteed Rates on each
actual Transaction Date, which may differ.

MARKET VALUE ADJUSTMENT FOR
WITHDRAWALS OR SURRENDER
PRIOR TO THE EXPIRATION DATE

Any withdrawal (including surrenders and deductions) from a Guarantee Period
prior to its Expiration Date will cause any remaining Guaranteed Period
Amount for that Guarantee Period to be increased or decreased by a market
value adjustment. The amount of the adjustment will depend on two factors:
(a) the difference between the Guaranteed Rate applicable to the amount being
withdrawn and the Guaranteed Rate on the Transaction Date for new allocations
to a Guarantee Period with the same Expiration Date, and (b) the length of
time remaining until the Expiration Date. In general, if interest rates have
risen between the time when an amount was originally allocated to a Guarantee
Period and the time it is withdrawn, the market value adjustment will be
negative, and vice versa; and the longer the period of time remaining until
the Expiration Date, the greater the impact of the interest rate difference.
Therefore, it is possible that a significant rise in interest rates could
result in a substantial reduction in your Annuity Account Value related to
longer term Guarantee Periods.

(1) We determine the present value of the Maturity Value on the Transaction
Date as follows:

(a) We determine the Guaranteed Period Amount that would be payable on the
Expiration Date, using the applicable Guaranteed Rate.

(c) We determine the current Guaranteed Rate which applies on the Transaction
Date to new allocations to the same Guarantee Period.

(d) We determine the present value of the Guaranteed Period Amount payable at
the Expiration Date, using the period determined in (b) and the rate
determined in (c).

(2) We determine the Guaranteed Period Amount as of the current date.

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

INVESTMENTS

<PAGE>

General Account

The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Because of
applicable exemptions 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 1940 Act.
Accordingly, neither the general account nor the Life Contingent Annuity is
subject to regulation under the 1933 Act or the 1940 Act. However, the market
value adjustment interests under the Certificates are registered under the
1933 Act.

<PAGE>

- ------------------------------------------------------------------------------
PART 3: PROVISIONS OF THE ASSURED PAYMENT PLAN
- ------------------------------------------------------------------------------

We offer two forms of the Assured Payment Plan from which you may choose to
receive your retirement income. The Assured Payment Plan (Life Annuity with a
Period Certain) and the Assured Payment Plan (Period Certain). Both plans are
described below. The Assured Payment Plan may not be available in all states.

ASSURED PAYMENT PLAN
(Life Annuity with a Period Certain)

This Assured Payment Plan is an annuity designed to provide lifetime
payments, with a period certain, with payments generally starting within 13
months of the Contract Date. However, you may elect to defer the date
payments will start generally for a period of up to five years. Deferral of
the payment start date permits you to lock in rates at a time when current
rates may be high, while permitting you to delay receiving payments if you
have no immediate need to receive income under your Certificate. In making
this election, you should consider that the amount of income you purchase is
based on the rates applicable on the Transaction Date, so you lock up the
current rate, but if rates rise during the interim, your payments may be less
than they would have been if you had purchased the Assured Payment Plan at a
later date. Deferral of the payment start date is not available above age 80.
The ability to defer the payment start date may not be available in all
states.

This version of the Assured Payment Plan is designed to provide you with
guaranteed annual payments on a Single Life basis or a Joint and 100% to
Survivor basis. It may also provide payments on a Joint and one-half to
Survivor or a Joint and two- thirds to Survivor basis.

This Assured Payment Plan is available at issue ages 59 1/2 through 83. It is
also available at issue ages as young as 53 1/2 provided payments do not
start before you attain age 59 1/2 .

Contributions

Your initial contribution must be at least $10,000. You may make subsequent
contributions of at least $1,000 at any time up until 45 days before the
Annuity Commencement Date. However, subsequent contributions are not
permitted after you attain age 78 except for contributions made within the
first Contract Year. Also, if your Assured Payment Plan resulted from an
election under the Income Annuity Options from another INCOME MANAGER
Certificate, no subsequent contributions are permitted. For applications
received under certain types of transactions, we may offer the opportunity to
lock in Guaranteed Rates on contributions.

Allocation of Contributions

Period Certain Payments

The annual payments you receive during the period certain you select
represent distributions of the Maturity Values of serially maturing Guarantee
Periods on their Expiration Dates. These payments are designed to pay out the
entire Annuity Account Value by the end of the period certain. All payments
committed to be paid out must be paid out as the Guarantee Periods serially
mature. Once commenced, these annual payments occur automatically on February
15th of each maturity year through income payments to you and may not be
stopped. Unlike some annuities that provide periodic payments, you will be
able to make Lump Sum Withdrawals or surrender the Certificate for its Cash
Value prior to the end of the period certain.

You may elect to receive level annual payments during the period certain and
under the Life Contingent Annuity. Or, you may elect to receive payments that
increase. If you elect the increasing payments, during the period certain,
payments increase by 10% every three years. After the end of the period
certain, payments continue under the Life Contingent Annuity. Your first
payment under the Life Contingent Annuity will be 10% greater than the final
payment under the period certain. See "Payments After the Period Certain"
below. A portion of each payment is excluded from taxable income until the
total amount of your investment in the contract has been recovered.

<PAGE>

<TABLE>
<CAPTION>
ISSUE AGE MAXIMUM PERIOD CERTAIN
- ----------------- --------------------------
<S> <C>
70 or under 15 years
71 through 75 85 less your issue age
76 through 80 10 years
81 through 83 90 less your issue age
</TABLE>

The minimum and maximum period certain will be reduced by each year you defer
the date your payments will start.

If you elect increasing payments, you do not have a choice as to the period
certain. Based on your age at issue of the Certificate, your period certain
will be as follows:

<TABLE>
<CAPTION>
ISSUE AGE PERIOD CERTAIN
- ---------------- ------------------
<S> <C>
70 or under 15 years
71 through 75 12 years
76 through 80 9 years
81 through 83 6 years
</TABLE>

If you elect increasing payments and defer the date payments will start, your
period certain will be as follows:

<TABLE>
<CAPTION>
PERIOD CERTAIN BASED ON
DEFERRAL PERIOD
ISSUE AGE 1-3 YEARS 4-5 YEARS
--------------- ---------- ---------
<S> <C> <C>
70 or under 12 years 9 years
71 through 75 9 years 9 years
76 through 80 6 years 6 years
81 through 83 N/A N/A
</TABLE>

Purchase Restrictions for Joint & Survivors

Payments After the Period Certain

You may elect to have the Life Contingent Annuity provide level or increasing
payments on a Single Life or a Joint and 100% to Survivor basis. If you elect
increasing payments, your first payment under the Life Contingent Annuity
will be 10% greater than the final payment under the period certain.
Thereafter, payments will increase annually based on the increase in the
Consumer Price Index, but in no event greater than 3% per year nor less than
0%. The Life Contingent Annuity may also provide payments on a Joint and
one-half to Survivor or a Joint and two-third to Survivor basis.

LUMP SUM WITHDRAWALS

the Guaranteed Period Account, other than at the Expiration Date, will result
in a market value adjustment. See "Market Value Adjustment for Withdrawals or
Surrender Prior to the Expiration Date" in Part 2. If you take a Lump Sum
Withdrawal a portion of such Lump Sum Withdrawal may be excludable from
taxable income.

A withdrawal charge will be imposed as a percentage of each contribution made
to the extent that a Lump Sum Withdrawal exceeds the free corridor amount.

Free Withdrawal Amount (Free Corridor)

No withdrawal charge will be applied during any Contract Year in which the
amount of the Lump Sum Withdrawal does not exceed 10% of the Annuity Account
Value at the beginning of the Contract Year. The 10% maximum is called the
free corridor amount.

ALLOCATION OF LUMP SUM WITHDRAWALS

Example

The requested withdrawal amount would be $17,140 ($68,560 x .25). In this
case, $6,856 ($68,560 x .10) would be the free corridor amount and could be
withdrawn without the imposition of a withdrawal charge. The balance $10,284
($17,140-$6,856) would be considered a withdrawal of a part of the
contribution of $100,000. This contribution would be subject to a 4.0%
withdrawal charge of $411 ($10,284 x .04). The Annuity Account Value after
the withdrawal is $51,009 ($68,560-$17,140-$411). The payments would be
reduced to $6,226 and the remaining period certain would be reduced to 10
years from 12.

DEATH BENEFIT

Before the Annuity Commencement Date

Upon receipt of proof satisfactory to us of your death before the Annuity
Commencement Date the death benefit will be paid to the beneficiary named in
your Certificate. See "Beneficiary" in Part 4. The death benefit is the
greater of the Annuity Account Value and the sum of the Guaranteed Period
Amounts in each Guarantee Period. However, if your spouse is the designated
beneficiary under the Certificate and you have not elected to defer the date
payments are to start, or if payments are scheduled to start within one year
under a deferral schedule, such beneficiary may elect to receive the annual
payments for the period certain starting on the scheduled Annuity
Commencement Date in lieu of taking the death benefit. If you have elected to
defer the date payment will start, your spouse also has to have been named
successor Annuitant/Certificate Owner in order to elect the payments in lieu
of the death benefit. Unless you have elected a Joint and Survivor form, no
payment will be made under the Life Contingent Annuity. The death benefit
payable relates only to the Guarantee Periods; a death benefit is never
payable under the Life Contingent Annuity.

How Payment is Made

We will pay the death benefit to the beneficiary in the form of the income
annuity option you have chosen under your Certificate. If no income annuity
option has been chosen at the time of the Annuitant's death, the beneficiary
will receive the death benefit in a lump sum. However, subject to certain
exceptions in the Certificate, Equitable Life's rules then in effect and any
other applicable requirements under the Code, the beneficiary may elect to
apply the death benefit to one or more income annuity options offered by
Equitable Life. See "Income Annuity Options" in Part 4. Such an election when
made on a timely basis, can defer otherwise taxable income. See "Death
Benefits" in Part 5. Note that only a life annuity or an annuity that does
not extend beyond the life expectancy of the beneficiary may be elected.

After the Annuity Commencement Date

<PAGE>
- -------------------------------------------------------------------------------
ASSURED PAYMENT PLAN (Life Annuity with a Period Certain)(continued)
- -------------------------------------------------------------------------------

date payments are to start under the Life Contingent Annuity will be
accelerated so that payments will be made in reduced amounts.

SURRENDERING THE CERTIFICATES

You may surrender the Certificate for its Cash Value at any time while it is
in effect, and thereafter receive the lifetime income provided by the Life
Contingent Annuity.

The date payments are to start under the Life Contingent Annuity will be
accelerated to the date when the next payment was to be received under the
period certain and such payments will be made in reduced amounts. Once your
Certificate has been surrendered, it will be returned to you with a notation
that the Life Contingent Annuity is still in effect. The Life Contingent
Annuity cannot be surrendered.

ASSURED PAYMENT PLAN (Period Certain)

This version of the Assured Payment Plan is an immediate annuity (available
at issue ages 59 1/2 through 78) which is designed to provide a level stream
of guaranteed annual payments for a period certain of not less than 7 years
nor more than 15 years. At issue ages over 70, the maximum period certain is
age 85 less the issue age. Payments will generally start within 13 months of
the Contract Date. The level annual payments you receive during the period
certain represent distributions of the Maturity Values of serially maturing
Guarantee Periods on their Expiration Dates. A portion of each payment will
be excluded from taxable income.

Contribution

Under this Assured Payment Plan your single contribution must be at least
$10,000. You may not make subsequent contributions under this plan. For
applications received under certain types of transactions, we may offer the
opportunity to lock in Guaranteed Rates on contributions.

We may refuse to accept a contribution in excess of $1,500,000.

Allocation of Contribution

Based on the amount of your contribution and the period certain you select,
your contribution is allocated by us among the Guarantee Periods and may not
be changed by you, such that you are assured a level stream of annual
payments.

Your contribution will earn the Guaranteed Rates for the specified Guarantee
Periods offered on the Transaction Date.

The following example illustrates a ten year level stream of annual payments,
each in the amount of $10,000, purchased on November 1, 1995 with the first
payment on February 15, 1996. To achieve this result, a single contribution
of $79,588.77 is required, and is allocated among the Guarantee Periods as
indicated below.

<TABLE>
<CAPTION>
FEBRUARY 15,
OF CALENDAR PRICE PER $100 OF ALLOCATION OF
YEAR PAYMENT MATURITY VALUE CONTRIBUTION
- -------------- --------- ----------------- ---------------
<S> <C> <C> <C>
1996 $10,000 $98.76 $ 9,875.73
1997 10,000 94.35 9,435.01
1998 10,000 89.87 8,986.56
1999 10,000 85.45 8.545.15
2000 10,000 81.30 8,130.12
2001 10,000 77.23 7,722.96
2002 10,000 73.02 7,302.50
2003 10,000 69.28 6,927.56
2004 10,000 65.26 6,525.61
2005 10,000 61.38 6,137.57
---------------
Total $79,588.77
</TABLE>

LUMP SUM WITHDRAWALS

After the first Contract Year, you may take a Lump Sum Withdrawal once per
Contract Year at any time during such Contract Year. You may request such
withdrawal by submitting a written request on a form satisfactory to us. The
minimum amount of a Lump Sum Withdrawal is the greater of $2,000 and 25% of
the Cash Value. A request to withdraw more than 90% of the Cash Value as of
the Transaction Date will result in the termination of the Certificate and
will be treated as a surrender of the Certificate for its Cash Value. See
"Surrendering the Certificates to Receive the Cash Value" below. Amounts
withdrawn from the Guaranteed Period Account, other than at the Expiration
Date, will result in a market value adjustment. See "Market Value Adjustment
for Withdrawals or Surrender Prior to the Expiration Date" in Part 2. Lump

Sum Withdrawals may be subject to a withdrawal charge. See "Withdrawal
Charge" below. There is no free corridor amount. If you take a Lump Sum
Withdrawal a portion of such Lump Sum Withdrawal may be excludable from
taxable income.

ALLOCATION OF LUMP SUM WITHDRAWALS

Lump Sum Withdrawals will be taken pro rata from all unmatured Guarantee
Periods so that annual payments will continue in reduced level amounts over
the remaining term of the period certain.

DEATH BENEFIT

Before the Annuity Commencement Date

Upon receipt of proof satisfactory to us of your death before the Annuity
Commencement Date, we will pay the death benefit described under "Assured
Payment Plan (Life Annuity with a Period Certain)," "Death Benefit" above.

<PAGE>

After the Annuity Commencement Date

If death occurs after the Annuity Commencement Date, payments will continue
to be made to the designated beneficiary on the same payment basis that was
in effect prior to your death. See "Beneficiary" in Part 4. At the
beneficiary's option, payments may be discontinued and paid in a single sum.
If the single sum is elected within one year of your death, the single sum
will be equal to the Annuity Account Value, or if greater, the sum of the
Guaranteed Period Amounts in each Guarantee Period. After the one year
period, the beneficiary may surrender the Certificate and receive the Cash
Value.

OTHER PROVISIONS OF THE ASSURED
PAYMENT PLAN

ASSIGNMENT

Certificates purchased under the Assured Payment Plan may not be assigned.

SURRENDERING THE CERTIFICATES TO RECEIVE THE CASH VALUE

You may surrender a Certificate to receive the Cash Value at any time while
the Annuitant is living and the Certificate is in effect.

For a surrender to be effective, we must receive your written request and the
Certificate at our Processing Office. The Cash Value will be determined on
the Transaction Date. All benefits under the Certificate will be terminated
as of that date. We will usually pay the Cash Value in a single sum payment
within seven calendar days, but we may delay payment as described in "When
Payments are Made" in Part 4.

For the tax consequences of surrenders, see "Part 5: Tax Aspects of the
Certificates."

WITHDRAWAL CHARGE

A withdrawal charge will be imposed as a percentage of each contribution for
Lump Sum Withdrawals as discussed above, or if the Certificate is surrendered
to receive the Cash Value. We determine the withdrawal charge separately for
each contribution in accordance with the table below.

The applicable withdrawal charge percentage is determined by the Contract
Year in which the Lump Sum Withdrawal is made or the Certificate is
surrendered, beginning with "Contract Year 1" with respect to each
contribution withdrawn or surrendered. For each contribution, the Contract
Year in which we receive that contribution is "Contract Year 1."

The withdrawal charge is deducted from the Guarantee Periods from which each
such Lump Sum Withdrawal is made in proportion to the amount being withdrawn
from each Guarantee Period.

Assured Payment Plan
(Life Annuity with a Period Certain)

A Certificate Owner of certain other INCOME MANAGER Certificates that we
offer may apply the Annuity Account Value to purchase the Assured Payment
Plan (Life Annuity with a Period Certain) provided the issue age and payment
restrictions for the Assured Payment Plan are met. If the Annuity Account
Value is applied from another INCOME MANAGER Certificate to purchase the

Assured Payment Plan at a time when the dollar amount of the withdrawal
charge is greater than 2% of remaining contributions (after withdrawals),
such withdrawal charge will not be deducted. However, a new withdrawal charge
schedule will apply under the Assured Payment Plan. For purposes of the
Assured Payment Plan withdrawal charge schedule, the year in which your
Annuity Account Value is applied under the Assured Payment Plan will be
"Contract Year 1." If the Annuity Account Value is applied from such other
Certificate when the dollar amount of the withdrawal charge is 2% or less,
there will be no withdrawal charge schedule under the Assured Payment Plan.
You should consider the timing of your purchase as it relates to the
potential for withdrawal charges under the Assured Payment Plan.

Assured Payment Plan (Period Certain).

A Certificate Owner of certain other INCOME MANAGER Certificates may apply
the Annuity Account

<PAGE>
- ------------------------------------------------------------------------------
OTHER PROVISIONS OF THE ASSURED PAYMENT PLAN (continued)
- ------------------------------------------------------------------------------

Value to purchase this Assured Payment Plan once withdrawal charges are no
longer in effect under such other INCOME MANAGER Certificates. No withdrawal
charges will apply under the Assured Payment Plan Certificate.

To purchase an Assured Payment Plan, we require the return of the original
Certificate. An Assured Payment Plan Certificate will be issued putting this
annuity form into effect.

The provisions of your Certificate may be restricted by applicable laws or
regulations.

METHODS OF PAYMENT

Contributions are credited as of the Transaction Date.

Wire Transmittals

After your Certificate has been issued, subsequent contributions under the
Assured Payment Plan (Life Annuity with a Period Certain) may be transmitted
by wire.

FREE LOOK PERIOD

If you cancel your Certificate during the free look period, we may require
that you wait six months before you may apply for a Certificate with us
again.

ANNUITY ACCOUNT VALUE

<PAGE>

ity Account Value in the Guaranteed Period Account will equal the Maturity
Value. See "Part 2: The Guaranteed Period Account."

CASH VALUE

WHEN PAYMENTS ARE MADE

We can defer payment of any portion of the Annuity Account Value for up to
six months while you are living. We may also defer payments for any amount
attributable to a contribution made in the form of a check for a reasonable
amount of time (not to exceed 15 days) to permit the check to clear.

BENEFICIARY

INCOME ANNUITY OPTIONS

If you die before the Annuity Commencement Date, the beneficiary may elect to
apply the death benefit to an income annuity option.

Annuity Forms

o Period Certain Annuity: This annuity form guarantees payments for a
specific period of time, usually 5, 10, 15 or 20 years, and does not
involve life contingencies.

o Joint and Survivor Life Annuity: This annuity form guarantees life income
to you and, after your death, continuation of income to the survivor.

The life annuity-period certain and the life annuity- refund certain are
available on either a single life or joint and survivor life basis.

For each income annuity option, we will issue a separate written agreement
putting the option into effect. Before we pay any annuity benefit, we require
the return of the Certificate.

If, at the time an income annuity option is elected, the amount to be applied
is less than $2,000 or the initial payment under the option elected is less
than $20 monthly, we reserve the right to pay the death benefit in a single
sum rather than as payments under the annuity form chosen.

DISTRIBUTION OF THE CERTIFICATES

the SEC as a broker-dealer under the Exchange Act and is a member of the
National Association of Securities Dealers, Inc. EDI's principal business
address is 787 Seventh Avenue, New York, New York 10019. The Certificates
will be sold by registered representatives of EDI and its affili-

<PAGE>

ates, who are also our licensed insurance agents, as well as by unaffiliated
broker-dealers with which EDI has entered into selling agreements. Broker-
dealer sales compensation (including for EDI and its affiliates) will not
exceed five percent of total contributions made under a Certificate. EDI may
also receive compensation and reimbursement for its marketing services under
the terms of its distribution agreement with Equitable Life. Broker-dealers
receiving sales compensation will generally pay a portion thereof to their
registered representatives as commission related to sales of the
Certificates. The offering of the Certificates is intended to be continuous.

PREMIUM TAXES

Generally, we deduct a charge for any premium taxes from your
contribution(s). The current premium tax charge that might be imposed varies
by state and ranges from 0% to 3.5%; the rate is 1% in Puerto Rico and 5% in
the Virgin Islands.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the withdrawal
charge or change the minimum initial contribution requirements. We may
increase Guaranteed Rates for the Guarantee Periods and reduce purchase rates
for the Life Contingent Annuity. Group arrangements include those in which a
trustee or an employer, for example, purchases contracts covering a group of
individuals on a group basis. Sponsored arrangements include those in which
an employer allows us to sell Certificates to its employees or retirees on an
individual basis.

We will make these and any similar reductions according to our rules in
effect when a Certificate is approved for issue. We may change these rules
from time to time. Any variation in the withdrawal charge will reflect
differences in costs or services and will not be unfairly discriminatory.

This prospectus generally covers our understanding of the current Federal
income tax rules that apply to an annuity purchased with after-tax dollars
(non- qualified annuity).

TAX CHANGES

Any such change could have retroactive effects regardless of the date of
enactment. We suggest you consult your legal or tax adviser.

TAXATION OF NON-QUALIFIED ANNUITIES

Corporations, partnerships, trusts and other non- natural persons generally
cannot defer the taxation of current income credited to the Certificate
unless an exception under the Code applies.

Withdrawals

If you surrender or cancel the Certificate, the distribution is taxable to
the extent it exceeds the investment in the Certificate.

You should discuss with your tax adviser the effect of any surrender or
withdrawal under an Assured Payment Plan.

Annuity Payments

Once annuity payments begin (whether under one of the Assured Payment Plans
or under another income annuity option), a portion of each payment is
considered to be a tax-free recovery of investment based on the ratio of the
investment to the expected return under the Certificate. The remainder of
each payment will be taxable. In the case of a life annuity, after the total
investment in the contract has been recovered, future payments are fully
taxable. If payments cease as a result of death, a deduction for any
unrecovered investment will be allowed.

Taxation of Lump Sum Withdrawals Made After Payments Have Commenced

If your Lump Sum Withdrawal terminates all periodic payments due, it will be
taxable as a complete surrender as discussed above. If you make a Lump Sum
Withdrawal under one of the Assured Payment Plans which does not terminate
all periodic payments due, then a portion of the remaining reduced

<PAGE>

payments will be eligible for tax-free recovery of investment. Also, a
portion of such Lump Sum Withdrawal may be excludable from taxable income.
You should discuss with your tax adviser the taxation of any surrender or
withdrawal of Cash Value.

Penalty Tax

Death Benefits

If the beneficiary elects to take the death benefit in the form of a life
income or installment option, the election should be made within 60 days
after the day on which a single sum death benefit first becomes payable and
before any benefit is actually paid. The taxable income that would otherwise
occur, will be deferred, and payments will be taxed as described above under
"Annuity Payments."

FEDERAL AND STATE INCOME TAX
WITHHOLDING

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

<PAGE>

GENERATION SKIPPING TAX

SPECIAL RULES FOR CERTIFICATES ISSUED IN PUERTO RICO

Under current law Equitable Life treats income from Assured Payment Plan
Certificates as U.S.- source. A Puerto Rico resident is subject to U.S.
taxation on such U.S.-source income. Only Puerto Rico-source income of Puerto
Rico residents is excludable from U.S. taxation. Income from Assured Payment
Plan Certificates is also subject to Puerto Rico tax. The computation of the
taxable portion of amounts distributed from a Certificate may differ in the
two jurisdictions. Therefore, an individual might have to file both U.S. and
Puerto Rico tax returns, showing different amounts of income for each. Puerto
Rico generally provides a credit against Puerto Rico tax for U.S. tax paid.
Depending on an individual's personal situation and the timing of the
different tax liabilities, an individual may not be able to take full
advantage of this credit.
Please consult your tax adviser to determine the applicability of these rules
to your own tax situation.

<PAGE>

APPENDIX: MARKET VALUE ADJUSTMENT EXAMPLE

February 15, 2000 (After Withdrawal)
- -------------------------------------------
(4) Portion of (3) Associated
with Withdrawal: (3) x [$50,000 / (1)].. $ 4,501 $ (4,851)
(5) Reduction in Guaranteed
Period Amount: [$50,000-(4)] ........... 45,499 54,851
(6) Guaranteed Period Amount: (2)-(5) ..... 85,581 76,229
(7) Maturity Value ......................... 120,032 106,915
(8) Present Value of (7), also
Annuity Account Value .................. 94,048 69,487
</TABLE>