EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/
10-Q, 1996-11-13
INSURANCE AGENTS, BROKERS & SERVICE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  -------------

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended September 30, 1996             Commission File No. 0-25280
- --------------------------------------------------------------------------------


               The Equitable Life Assurance Society of the United
               --------------------------------------------------
                States (Exact name of registrant as specified in
                                  its charter)


                 New York                                      13-5570651
- --------------------------------------------------------------------------------
     (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                      Identification No.)


  787 Seventh Avenue, New York, New York                         10019
- --------------------------------------------------------------------------------
 (Address of principal executive offices)                      (Zip Code)


 Registrant's telephone number, including area code           (212) 554-1234
                                                      --------------------------


                                      None
- --------------------------------------------------------------------------------
         (Former name, former address, and former fiscal year if changed
                              since last report.)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required to file such reports), and (2) been subject to such filing requirements
for the past 90 days.
                                                             Yes  x      No
                                                                 ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


                                                     Shares Outstanding
             Class                                  at November 11, 1996
- --------------------------------------------------------------------------------

 Common Stock, $1.25 par value                            2,000,000










                                                                   Page 1 of 35


<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                    FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                       Page #
                                                                                       ------

<S>          <C>                                                                       <C>   
PART I       FINANCIAL INFORMATION

Item 1:      Unaudited Consolidated Financial Statements
                Consolidated Balance Sheets as of September 30, 1996 and
               December 31, 1995.......................................................  3
                Consolidated Statements of Earnings for the Three Months and Nine
               Months Ended September 30, 1996 and 1995................................  4
                Consolidated Statements of Shareholder's Equity for the Nine Months
               Ended September 30, 1996 and 1995.......................................  5
                Consolidated Statements of Cash Flows for the Nine Months Ended
               September 30, 1996 and 1995.............................................  6
                Notes to Consolidated Financial Statements.............................  7

Item 2:      Management's Discussion and Analysis of Financial Condition and
             Results of Operations..................................................... 16

PART II      OTHER INFORMATION

Item 1:      Legal Proceedings......................................................... 34

Item 6:      Exhibits and Reports on Form 8-K.......................................... 34

SIGNATURES............................................................................. 35
</TABLE>

                                       2
<PAGE>

PART I  FINANCIAL INFORMATION
          Item 1:  Unaudited Consolidated Financial Statements.
            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                              September 30,  December 31,
                                                                  1996         1995
                                                              ------------- ------------
                                                                      (In Millions)
<S>                                                            <C>          <C>        
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value ............   $  17,117.5  $  15,899.9
  Mortgage loans on real estate ............................       3,298.5      3,638.3
  Equity real estate .......................................       3,705.0      3,916.2
  Policy loans .............................................       2,167.3      1,976.4
  Investment in and loans to affiliates ....................         686.8        636.6
  Other equity investments .................................         561.4        621.1
  Other invested assets ....................................         358.4        706.1
                                                               -----------  -----------
      Total investments ....................................      27,894.9     27,394.6
Cash and cash equivalents ..................................         528.2        774.7
Deferred policy acquisition costs ..........................       3,279.3      3,083.3
Amounts due from discontinued GIC Segment ..................       1,270.1      2,097.1
Other assets ...............................................       2,720.0      2,713.1
Closed Block assets ........................................       8,345.7      8,612.8
Separate Accounts assets ...................................      28,242.3     24,566.6
                                                               -----------  -----------

Total Assets ...............................................   $  72,280.5  $  69,242.2
                                                               ===========  ============

LIABILITIES
Policyholders' account balances ............................   $  21,795.3  $  21,911.2
Future policy benefits and other policyholders' liabilities        4,155.9      4,013.2
Short-term and long-term debt ..............................       2,029.9      1,899.3
Other liabilities ..........................................       2,988.2      3,379.5
Closed Block liabilities ...................................       9,193.2      9,507.2
Separate Accounts liabilities ..............................      28,154.7     24,531.0
                                                               -----------  -----------
      Total liabilities ....................................      68,317.2     65,241.4
                                                               -----------  -----------

Commitments and contingencies (Note 10)

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value; 2.0 million shares
 authorized issued and outstanding .........................           2.5          2.5
Capital in excess of par value .............................       2,913.6      2,913.6
Retained earnings ..........................................       1,019.0        781.6
Net unrealized investment gains ............................          63.3        338.2
Minimum pension liability ..................................         (35.1)       (35.1)
                                                               -----------  -----------
      Total shareholder's equity ...........................       3,963.3      4,000.8
                                                               -----------  -----------

Total Liabilities and Shareholder's Equity .................   $  72,280.5  $  69,242.2
                                                               ===========  ===========
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       3
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                      Three Months Ended    Nine Months Ended
                                                        September 30,         September 30,
                                                   ---------------------- ---------------------
                                                      1996         1995     1996        1995
                                                   -----------  --------- ---------  ----------
                                                                  (In Millions)
<S>                                                 <C>         <C>       <C>         <C>     
REVENUES
Universal life and investment-type
  product policy fee income .....................   $    220.7  $   197.1 $   651.4   $  581.4
Premiums ........................................        145.8      140.2     439.2      452.7
Net investment income ...........................        534.3      517.5   1,605.9    1,551.7
Investment (losses) gains, net ..................         (5.5)       8.8     (21.5)      27.7
Commissions, fees and other income ..............        262.5      232.3     786.8      650.5
Contribution from the Closed Block ..............         23.7       28.2      73.8       85.4
                                                    ----------  --------- ---------   --------
      Total revenues ............................      1,181.5    1,124.1   3,535.6    3,349.4
                                                    ----------  --------- ---------   --------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account
  balances ......................................        315.8      314.8     948.8      921.3
Policyholders' benefits .........................        268.4      245.7     795.6      766.1
Other operating costs and expenses ..............        457.2      421.8   1,379.0    1,282.4
                                                    ----------  --------- ---------   --------
      Total benefits and other deductions .......      1,041.4      982.3   3,123.4    2,969.8
                                                    ----------  --------- ---------   --------

Earnings before Federal income taxes,
  minority interest and cumulative effect of
  accounting change .............................        140.1      141.8     412.2      379.6
Federal income taxes ............................         33.7       33.9      92.2       89.9
Minority interest in net income of consolidated
  subsidiaries ..................................         20.6       16.7      59.5       45.2
                                                    ----------  --------- ---------   --------
Earnings before cumulative effect of
  accounting change .............................         85.8       91.2     260.5      244.5
Cumulative effect of accounting change,
  net of Federal income taxes ...................        --         --        (23.1)    --
                                                    ----------  --------- ---------   --------

Net Earnings ....................................   $     85.8  $    91.2  $  237.4   $  244.5
                                                    ==========  ========== ========   ========
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                       4
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                        1996       1995
                                                                     ----------  ----------
                                                                         (In Millions)
<S>                                                                  <C>         <C>       
Common stock, at par value, beginning of year and end of period ..   $      2.5  $      2.5
                                                                     ----------  ----------

Capital in excess of par value, beginning of year
 and end of period ...............................................      2,913.6     2,913.6
                                                                     ----------  ----------

Retained earnings, beginning of year .............................        781.6       484.0
Net earnings .....................................................        237.4       244.5
                                                                     ----------  ----------
Retained earnings, end of period .................................      1,019.0       728.5
                                                                     ----------  ----------

Net unrealized investment gains (losses), beginning of year ......        338.2      (203.0)
Change in unrealized investment (losses) gains ...................       (274.9)      270.5
                                                                     ----------  ----------
Net unrealized investment gains, end of period ...................         63.3        67.5
                                                                     ----------  ----------

Minimum pension liability, beginning of year and end of period ...        (35.1)       (2.7)
                                                                     ----------  ----------

Total Shareholder's Equity, End of Period ........................   $  3,963.3  $  3,709.4
                                                                     ==========  ==========
</TABLE>



                 See Notes to Consolidated Financial Statements.

                                       5
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                           1996       1995
                                                                        -----------  ----------
                                                                             (In Millions)
<S>                                                                      <C>         <C>       
Net earnings .........................................................   $    237.4  $    244.5
  Adjustments to reconcile net earnings to net cash provided by
    operating activities:
    Interest credited to policyholders' account balances .............        948.8       921.3
    General Account policy charges ...................................       (651.4)     (581.4)
    Investment losses (gains) ........................................         21.5       (27.7)
    Change in Federal income taxes payable ...........................        (96.2)      110.8
    Changes in Closed Block assets and liabilities, net ..............        (46.9)      (52.6)
    Other, net .......................................................         33.8       102.2
                                                                         ----------  ----------

Net cash provided by operating activities ............................        447.0       717.1
                                                                         ----------  ----------

Cash flows from investing activities:
  Maturities and repayments ..........................................      1,626.0     1,312.6
  Sales ..............................................................      6,913.2     5,371.0
  Return of capital from joint ventures and limited partnerships .....         64.3        34.7
  Purchases ..........................................................     (9,646.9)   (7,100.5)
  Decrease in loans to discontinued GIC Segment ......................        827.0     1,155.4
  Other, net .........................................................        (97.9)     (176.7)
                                                                         ----------  ----------

Net cash (used) provided by investing activities .....................       (314.3)      596.5
                                                                         ----------  ----------

Cash flows from financing activities: Policyholders' account balances:
    Deposits .........................................................      1,402.2     2,034.3
    Withdrawals ......................................................     (1,839.5)   (2,078.9)
  Net increase in short-term financings ..............................        195.3       272.5
  Repayments of long-term debt .......................................        (88.5)       (5.3)
  Payment of obligation to fund accumulated deficit of discontinued
    GIC Segment ......................................................       --        (1,215.4)
  Other, net .........................................................        (48.7)      (33.8)
                                                                         ----------  ----------

Net cash used by financing activities ................................       (379.2)   (1,026.6)
                                                                         ----------  ----------

Change in cash and cash equivalents ..................................       (246.5)      287.0
Cash and cash equivalents, beginning of year .........................        774.7       693.6
                                                                         ----------  ----------

Cash and Cash Equivalents, End of Period .............................   $    528.2  $    980.6
                                                                         ==========  ==========

Supplemental cash flow information
  Interest Paid ......................................................   $     70.6  $     61.2
                                                                         ==========  ==========
  Income Taxes (Refunded) Paid .......................................   $     (7.9) $      4.1
                                                                         ==========  ==========
</TABLE>

                 See Notes to Consolidated Financial Statements.


                                       6
<PAGE>

              THE EQUITABLE ASSURANCE SOCIETY OF THE UNITED STATES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


 1)   BASIS OF PRESENTATION

      The preparation of the accompanying  consolidated  financial statements in
      conformity with GAAP required management to make estimates and assumptions
      (including normal, recurring accruals) that affect the reported amounts of
      assets and liabilities and disclosure of contingent assets and liabilities
      at the  date of the  financial  statements  and the  reported  amounts  of
      revenues and expenses during the reporting period. These statements should
      be read in conjunction with the consolidated  financial  statements of the
      Company for the year ended  December 31, 1995.  The results of  operations
      for  the  nine  months  ended  September  30,  1996  are  not  necessarily
      indicative of the results to be expected for the full year.

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

 2)   ACCOUNTING CHANGES AND PRONOUNCEMENTS

      The Company  implemented  SFAS No. 121,  "Accounting for the Impairment of
      Long-Lived  Assets and for  Long-Lived  Assets to be  Disposed  Of," as of
      January 1, 1996.  The  statement  requires  long-lived  assets and certain
      identifiable  intangibles  be reviewed for impairment  whenever  events or
      changes in  circumstances  indicate the carrying  value of such assets may
      not be  recoverable.  Impaired  real estate is written  down to fair value
      with the impairment loss being included in Investment  gains,  net. Before
      implementing  SFAS No. 121,  valuation  allowances on real estate held for
      the production of income were computed using the forecasted  cash flows of
      the respective properties discounted at a rate equal to the Company's cost
      of funds.  The  adoption  of the  statement  resulted  in the  release  of
      valuation  allowances  of $152.4  million and  recognition  of  impairment
      losses of $144.0  million on real estate held and used.  Real estate which
      management  has  committed  to  disposing  of by  sale or  abandonment  is
      classified as real estate to be disposed of. Valuation  allowances on real
      estate  to be  disposed  of  continue  to be  computed  using the lower of
      estimated  fair  value or  depreciated  cost,  net of  disposition  costs.
      Implementation  of the SFAS No. 121  impairment  requirements  relative to
      other  assets to be disposed  of  resulted in a charge for the  cumulative
      effect of an accounting  change of $23.1 million,  net of a Federal income
      tax  benefit  of $12.4  million,  due to the  writedown  to fair  value of
      building  improvements  relating to facilities being vacated  beginning in
      1996.

      In June 1996, the FASB issued SFAS No. 125,  "Accounting for Transfers and
      Servicing of Financial Assets and  Extinguishments  of Liabilities".  SFAS
      No. 125 specifies the accounting and reporting  requirements for transfers
      of financial  assets,  the recognition and measurement of servicing assets
      and  liabilities  and  extinguishments  of  liabilities.  SFAS No.  125 is
      effective for transactions  occurring after December 31, 1996 and is to be
      applied  prospectively.  Management  has not yet  determined the effect of
      implementing SFAS No. 125.

 3)   FEDERAL INCOME TAXES

      Federal  income  taxes for interim  periods  have been  computed  using an
      estimated annual  effective tax rate. This rate is revised,  if necessary,
      at the end of each  successive  interim  period  to  reflect  the  current
      estimate of the annual effective tax rate.


                                       7
<PAGE>

 4)   INVESTMENTS

      Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>
                                                               Nine Months Ended
                                                                 September 30,
                                                             ---------------------
                                                                1996      1995
                                                             ---------  ----------
                                                                 (In Millions)
<S>                                                          <C>         <C>     
Balances, beginning of year ............................     $  325.3    $  284.9
SFAS No. 121 release ...................................       (152.4)     --
Additions charged to income ............................         88.7        67.8
Deductions for writedowns and asset dispositions .......       (105.2)      (49.7)
                                                             --------    --------
Balances, End of Period ................................     $  156.4    $  303.0
                                                             ========    ========

Balances, end of period:
  Mortgage loans on real estate ........................     $   93.3    $   66.8
  Equity real estate ...................................         63.1       236.2
                                                             --------    --------
Total ..................................................     $  156.4    $  303.0
                                                             ========    ========
</TABLE>

      For the three  months and nine months ended  September  30, 1996 and 1995,
      investment  income is shown net of investment  expenses of $89.9  million,
      $272.1 million, $115.2 million and $343.3 million, respectively.

      As  of  September  30,  1996  and  December  31,  1995,  fixed  maturities
      classified as available for sale had amortized costs of $17,001.8  million
      and $15,284.0 million,  respectively.  Other equity  investments  included
      equity  securities  with  carrying  values of $125.0  million  and  $128.4
      million and costs of $101.3  million and $97.3 million as of September 30,
      1996 and December 31, 1995, respectively.

      For the nine months ended September 30, 1996 and 1995,  proceeds  received
      on sales of fixed maturities  classified as available for sale amounted to
      $6,645.1 million and $5,009.6 million, respectively.  Gross gains of $94.0
      million  and $135.1  million and gross  losses of $58.4  million and $49.8
      million were  realized on these sales for the nine months ended  September
      30, 1996 and 1995,  respectively.  The decrease in  unrealized  investment
      gains related to fixed maturities classified as available for sale for the
      nine months ended September 30, 1996 amounted to $500.1 million.

      During the nine months ended  September 30, 1995, one security  classified
      as held to maturity was sold and twelve  securities  classified as held to
      maturity were transferred to the available for sale portfolio. All actions
      were taken as a result of significant  deterioration in  creditworthiness.
      The amortized  cost of the security  sold was $4.2 million.  The aggregate
      amortized cost of the securities transferred was $116.0 million with gross
      unrealized investment losses of $3.2 million transferred to equity for the
      nine months ended September 30, 1995.

      Impaired  mortgage  loans  along  with the  related  provision  for losses
      follows:
<TABLE>
<CAPTION>
                                                              September 30,  December 31,
                                                                   1996         1995
                                                              -------------  ----------
                                                                     (In Millions)
<S>                                                            <C>           <C>     
Impaired mortgage loans with provision for losses ........     $  428.6      $  310.1
Impaired mortgage loans with no provision for losses .....        148.3         160.8
                                                               --------      --------
Recorded investment in impaired mortgage loans ...........        576.9         470.9
Provision for losses .....................................         88.0          62.7
                                                               --------      --------
Net Impaired Mortgage Loans ..............................     $  488.9      $  408.2
                                                               ========      ========
</TABLE>

                                       8
<PAGE>

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

      During the nine months ended  September  30, 1996 and 1995,  respectively,
      the Company's  average recorded  investment in impaired mortgage loans was
      $548.7 million and $295.5  million.  Interest  income  recognized on these
      impaired  mortgage  loans  totaled $30.9 million and $20.3 million for the
      nine months ended  September  30, 1996 and 1995,  respectively,  including
      $13.7 million and $10.8 million recognized on the cash basis method.

 5)   ALLIANCE - CURSITOR TRANSACTION

      On February 29,  1996,  Alliance  acquired the business of  Cursitor-Eaton
      Asset  Management  Company and Cursitor  Holdings  Limited in exchange for
      approximately  1.8 million  Alliance Units,  $84.9 million in cash,  $21.5
      million in notes  which are payable  ratably  over the next four years and
      substantial  additional  consideration which will be determined at a later
      date.  The Company  recognized  an  investment  gain of $20.6 million as a
      result of the  issuance of Units in this  transaction.  At  September  30,
      1996, the Company's ownership of Alliance Units was approximately 57.4%.

 6)   BUSINESS SEGMENT INFORMATION
<TABLE>
<CAPTION>
                                         Three Months Ended      Nine Months Ended
                                           September 30,           September 30,
                                       ----------------------- ----------------------
                                          1996        1995         1996        1995
                                       -----------  ---------- -----------  ----------
                                                        (In Millions)
<S>                                     <C>         <C>         <C>         <C>       
Revenues
Individual insurance and annuities ..   $    841.7  $    793.5  $  2,496.9  $  2,436.6
Group pension .......................         60.7        77.1       189.3       209.4
Attributed insurance capital ........         17.9        17.0        49.2        45.6
                                        ----------  ----------  ----------  ----------
  Insurance operations ..............        920.3       887.6     2,735.4     2,691.6
Investment services .................        267.0       243.7       818.3       681.1
Consolidation/elimination ...........         (5.8)       (7.2)      (18.1)      (23.3)
                                        ----------  ----------  ----------  ----------
Total ...............................   $  1,181.5  $  1,124.1  $  3,535.6  $  3,349.4
                                        ==========  ==========  ==========  ==========

Earnings (Loss) Before Federal
  Income Taxes, Minority Interest
  and Cumulative Effect of
  Accounting Change
Individual insurance and annuities ..   $     86.8  $     80.6  $    240.3  $    232.2
Group pension .......................         (8.3)        (.9)      (28.6)      (12.7)
Attributed insurance capital ........          9.7         9.9        23.5        22.5
                                        ----------  ----------  ----------  ----------
  Insurance operations ..............         88.2        89.6       235.2       242.0
Investment services .................         68.8        59.2       226.8       157.2
                                        ----------  ----------  ----------  ----------
  Subtotal ..........................        157.0       148.8       462.0       399.2
Corporate interest expense ..........        (16.9)       (7.0)      (49.8)      (19.6)
                                        ----------  ----------  ----------  ----------
Total ...............................   $    140.1  $    141.8  $    412.2  $    379.6
                                        ==========  ==========  ==========  ==========
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
                                                    September 30,     December 31,
                                                         1996           1995
                                                   --------------    ------------
                                                          (In Millions)
<S>                                                  <C>              <C>        
Assets
Individual insurance and annuities ...........       $  53,559.8      $  50,328.8
Group pension ................................           3,601.0          4,033.3
Attributed insurance capital .................           2,055.5          2,391.6
                                                     -----------      -----------
  Insurance operations .......................          59,216.3         56,753.7
Investment services ..........................          13,434.1         12,842.9
Consolidation/elimination ....................            (369.9)          (354.4)
                                                     -----------      -----------
Total ........................................       $  72,280.5      $  69,242.2
                                                     ===========      ===========
</TABLE>

 7)   DISCONTINUED OPERATIONS

      Summarized financial information of the discontinued GIC Segment follows:
<TABLE>
<CAPTION>
                                                        September 30,   December 31,
                                                             1996         1995
                                                        --------------  ------------
                                                               (In Millions)
<S>                                                      <C>            <C>       
Assets
Mortgage loans on real estate ....................       $  1,285.0     $  1,485.8
Equity real estate ...............................          1,057.1        1,122.1
Cash and other invested assets ...................            361.7          665.2
Other assets .....................................            191.5          579.3
                                                         ----------     ----------
Total Assets .....................................       $  2,895.3     $  3,852.4
                                                         ==========     ==========
Liabilities
Policyholders' liabilities .......................       $  1,360.3     $  1,399.8
Allowance for future losses ......................            118.8          164.2
Amounts due to continuing operations .............          1,270.1        2,097.1
Other liabilities ................................            146.1          191.3
                                                         ----------     ----------
Total Liabilities ................................       $  2,895.3     $  3,852.4
                                                         ==========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                             Three Months Ended  Nine Months Ended
                                               September 30,        September 30,
                                             ------------------ ------------------
                                              1996      1995     1996     1995
                                             -------  --------  -------  ---------
                                                         (In Millions)
<S>                                          <C>      <C>      <C>       <C>   
Revenues
Investment income (net of investment
  expenses of $31.8, $40.5, $96.1
  and $117.9) ............................   $  50.2  $  52.6  $  182.4  $  202.1
Investment (losses) gains, net ...........      (6.2)     6.6     (23.8)    (12.3)
Policy fees, premiums and other
  income, net ............................        .1       .1        .2        .6
                                            --------- -------- --------  --------
Total revenues ...........................      44.1     59.3     158.8     190.4
Benefits and Other Deductions ............      56.9     76.6     196.2     253.9
                                            --------- -------- --------  --------
Losses Charged to Allowance
  for Future Losses ......................   $ (12.8) $ (17.3) $  (37.4) $  (63.5)
                                             =======  =======  ========  ========
</TABLE>


                                       10
<PAGE>

      Investment  valuation  allowances  amounted  to $19.9  million on mortgage
      loans and $16.3  million on equity real estate for an  aggregate  of $36.2
      million at September 30, 1996. As of January 1, 1996, the adoption of SFAS
      No. 121 resulted in a release of existing  valuation  allowances  of $71.9
      million on equity  real estate and  recognition  of  impairment  losses of
      $69.8  million  on real  estate  held and  used.  At  December  31,  1995,
      valuation allowances amounted to $19.2 million on mortgage loans and $77.9
      million on equity real estate for an aggregate of $97.1 million.

      Benefits and other deductions included $23.3 million, $94.8 million, $38.7
      million and $116.0 million of interest expense related to amounts borrowed
      from  continuing  operations  for the three  months and nine months  ended
      September 30, 1996 and 1995, respectively.

      The allowance for future losses is based upon  management's  best judgment
      and there can be no assurance ultimate losses will not differ.

 8)   CLOSED BLOCK

      Summarized financial information of the Closed Block follows:
<TABLE>
<CAPTION>
                                                                  September 30,  December 31,
                                                                       1996         1995
                                                                  -------------  ------------
                                                                        (In Millions)
<S>                                                                <C>           <C>    
Assets
Fixed maturities:
  Available for sale, at estimated fair value (amortized
    cost of $3,730.0 and $3,662.8) .............................   $  3,736.2    $  3,896.2
Mortgage loans on real estate ..................................      1,422.2       1,368.8
Policy loans ...................................................      1,778.8       1,797.2
Cash and other invested assets .................................        321.8         440.9
Deferred policy acquisition costs ..............................        780.8         823.6
Other assets ...................................................        305.9         286.1
                                                                   ----------    ----------
Total Assets ...................................................   $  8,345.7    $  8,612.8
                                                                   ==========    ==========
Liabilities
Future policy benefits and other policyholders'
 account balances ..............................................   $ 9,159.6      $  9,346.7
Other liabilities ..............................................        33.6           160.5
                                                                   ---------      ----------
Total Liabilities ..............................................   $ 9,193.2      $  9,507.2
                                                                   =========      ==========
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                           Three Months Ended    Nine Months Ended
                                             September 30,        September 30,
                                           ------------------  --------------------
                                             1996     1995       1996       1995
                                           --------  --------  --------  ----------
                                                         (In Millions)
<S>                                        <C>       <C>       <C>       <C>     
Revenues
Premiums and other income ..............   $  171.3  $  178.8  $  539.1  $  561.3
Investment income (net of investment
  expenses of $6.9, $6.6, $21.0 and
  $20.3) ...............................      140.2     133.3     408.4     400.7
Investment losses, net .................       (4.6)      (.6)    (13.2)     (7.5)
                                           --------  --------  --------  --------
Total revenues .........................      306.9     311.5     934.3     954.5
                                           --------  --------  --------  --------

Benefits and Other Deductions
Policyholders' benefits and dividends ..      266.9     270.8     810.2     824.1
Other operating costs and expenses .....       16.3      12.5      50.3      45.0
                                           --------  --------  --------  --------
Total benefits and other deductions ....      283.2     283.3     860.5     869.1
                                           --------  --------  --------  --------

Contribution from the Closed Block .....   $   23.7  $   28.2  $   73.8  $   85.4
                                           ========  ========  ========  ========
</TABLE>

      Investment  valuation  allowances  amounted  to $33.4  million  and  $18.4
      million on mortgage loans and $2.5 million and $4.3 million on equity real
      estate for an  aggregate of $35.9  million and $22.7  million at September
      30, 1996 and December 31, 1995,  respectively.  As of January 1, 1996, the
      adoption of SFAS No. 121 resulted in the recognition of impairment  losses
      of $5.6 million on real estate held and used.

 9)   RESTRUCTURE COSTS

      At September  30,  1996,  liabilities  associated  with 1994 and 1995 cost
      reduction  programs  totaled $27.3  million.  During the nine months ended
      September 30, 1996 and 1995, the Company  restructured  certain operations
      in  connection  with cost  reduction  programs and incurred  costs of $2.6
      million  and  $8.6  million,   respectively,   primarily  associated  with
      severance  related  benefits.  Amounts  paid during the nine months  ended
      September 30, 1996 and charged  against the  liabilities  for the 1994 and
      1995 cost reduction programs totaled $13.1 million.

10)   LITIGATION

      There  have  been  no new  material  legal  proceedings  and  no  material
      developments  in matters which were  previously  reported in the Company's
      Notes to Consolidated Financial Statements for the year ended December 31,
      1995, except as follows:

      On May 29,  1996,  the New York County  Supreme  Court  entered a judgment
      dismissing the complaint with prejudice in the previously  reported action
      Golomb,  et al. v. The  Equitable  Life  Assurance  Society  of the United
      States.  Plaintiffs  have  filed a notice of appeal of that  judgment.  On
      February 9, 1996, Equitable Life removed the Pennsylvania  action,  Malvin
      v. The  Equitable  Life  Assurance  Society of the United  States,  to the
      United  States  District  Court for the Middle  District of  Pennsylvania.
      Following the decision granting Equitable Life's motion to dismiss the New
      York action  (Golomb),  on the consent of the parties,  the District Court
      ordered an indefinite stay of all proceedings in the Pennsylvania  action,
      pending either party's right to reinstate the proceeding, and ordered that
      for administrative purposes the case be deemed administratively closed. On
      February 2, 1996, Equitable Life removed the Texas action,  Bowler, et al.
      v. The  Equitable  Life  Assurance  Society of the United  States,  to the
      United States  District Court for the Northern  District of Texas. On July
      1, 1996, Equitable Life filed a motion for summary judgment dismissing the
      complaint in its entirety.  The Company's management has been advised that
      plaintiffs  plan to oppose  the motion for  summary  judgment.  In August,
      1996, the court granted plaintiffs leave to file a supplemental  complaint
      on behalf  of a  proposed  class of Texas  policyholders  claiming  unfair
      discrimination, breach of contract and other claims arising out of alleged
      differences  between premiums charged to Texas  policyholders and premiums

                                       12
<PAGE>

      charged to similarly situated  policyholders in New York and certain other
      states.  Plaintiffs  seek  refunds of alleged  overcharges,  exemplary  or
      additional  damages citing Texas  statutory  provisions  which among other
      things,  permit  two times the  amount of actual  damage  plus  additional
      penalties if the acts  complained of are found to be knowingly  committed,
      and injunctive relief.  Equitable Life has also filed a motion for summary
      judgment dismissing the supplemental complaint in its entirety.  Equitable
      Life's  management  has been advised that  plaintiffs  plan to oppose that
      motion.

      On May 22, 1996, a separate action entitled  Bachman v. The Equitable Life
      Assurance  Society of the United States,  was filed in Florida state court
      making claims similar to those in the previously  reported  Golomb action.
      The Florida  action is  asserted on behalf of a proposed  class of Florida
      issued  or  renewed  policyholders,  insured  after  1983  under  Lifetime
      Guaranteed  Renewable Major Medical Insurance Policies issued by Equitable
      Life.  The Florida  action seeks  compensatory  and  punitive  damages and
      injunctive  relief   restricting  the  methods  by  which  Equitable  Life
      increases  premiums in the future,  based on various common law claims. On
      June 20, 1996, Equitable Life removed the Florida action to Federal court.
      Equitable   Life  has  answered  the   complaint,   denying  the  material
      allegations  and  asserting  certain  affirmative  defenses.  Although the
      outcome of any litigation cannot be predicted with certainty, particularly
      in the early stages of an action, The Equitable's management believes that
      the  ultimate  resolution  of this  litigation  should not have a material
      adverse effect on the financial position of the Company.  Due to the early
      stage of such litigation, the Company's management cannot make an estimate
      of loss,  if any, or predict  whether or not such  litigation  will have a
      material  adverse  effect on the  Company's  results of  operations in any
      particular period.

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

      In connection with the previously  reported action entitled Sidney C. Cole
      et al. v. The Equitable  Life  Assurance  Society of the United States and
      The  Equitable of  Colorado,  Inc.,  on June 28, 1996,  the court issued a
      decision and order dismissing with prejudice  plaintiff's causes of action
      for fraud,  constructive fraud, breach of fiduciary duty, negligence,  and
      unjust enrichment,  and dismissing without prejudice  plaintiff's cause of
      action  under the New York State  consumer  protection  statute.  The only
      remaining  causes  of action  are for  breach of  contract  and  negligent
      misrepresentation.  Plaintiffs  have  made a motion  for  reargument  with
      respect to this order, which was submitted to the court in October 1996.

      On May 21, 1996, an action entitled Elton F. Duncan,  III v. The Equitable
      Life  Assurance  Society  of the  United  States,  was  commenced  against
      Equitable  Life in the Civil  District  Court for the  Parish of  Orleans,
      State of Louisiana. The action is brought by an individual who purchased a
      whole life policy.  Plaintiff  alleges  misrepresentations  concerning the
      extent to which the policy was a proper  replacement policy and the number
      of years that the annual premium would need to be paid. Plaintiff purports
      to represent a class consisting of all persons who purchased whole life or
      universal life insurance policies from Equitable Life from January 1, 1982
      to the present. Plaintiff seeks damages, including punitive damages, in an
      unspecified amount. On June 21, 1996, Equitable Life removed the action to
      the United States  District  Court for the Eastern  District of Louisiana.
      Plaintiff  has made a motion  to remand to the  Louisiana  Civil  District

                                       13
<PAGE>

      Court,  and Equitable  Life will oppose such motion.  On July 26, 1996, an
      action  entitled  Michael  Bradley v.  Equitable  Variable Life  Insurance
      Company,  was commenced in New York state court.  The action is brought by
      the holder of a  variable  life  insurance  policy  issued by EVLICO.  The
      plaintiff  purports  to  represent  a class  consisting  of all persons or
      entities  who  purchased  one or more life  insurance  policies  issued by
      EVLICO from January 1, 1980. The complaint  puts at issue various  alleged
      sales  practices and alleges  misrepresentations  concerning the extent to
      which the policy was a proper  replacement  policy and the number of years
      that the annual  premium would need to be paid.  Plaintiff  seeks damages,
      including  punitive  damages,  in an  unspecified  amount  and also  seeks
      injunctive relief  prohibiting  EVLICO from canceling policies for failure
      to make premium  payments  beyond the alleged  stated number of years that
      the annual  premium would need to be paid.  Equitable Life and EVLICO have
      made a motion to consolidate or jointly try this  proceeding with the Cole
      action,  which will not be heard until November 1996. Although the outcome
      of any litigation cannot be predicted with certainty,  particularly in the
      early stages of an action,  the  Company's  management  believes  that the
      ultimate resolution of the litigations  discussed in this paragraph should
      not have a  material  adverse  effect  on the  financial  position  of the
      Company.  Due to the  early  stages  of  such  litigation,  the  Company's
      management  cannot make an estimate of loss, if any, or predict whether or
      not such litigation  will have a material  adverse effect on the Company's
      results of operations in any particular period.

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

      In connection with the previously reported arbitration involving Equitable
      Casualty  Insurance Company  ("Casualty"),  the arbitration panel issued a
      final  award in favor of  Casualty  and GEICO  General  Insurance  Company
      ("GEICO  General")  on June 17,  1996.  The result of the  arbitration  is
      expected to resolve in favor of Casualty and GEICO General two litigations
      that  were  commenced  by  Houston  General  Insurance  Company  ("Houston
      General")  and that have been stayed by the presiding  courts  pending the
      completion  of the  arbitration.  Houston  General has informed  Casualty,
      through counsel,  that it is considering  whether to consent to entry of a
      judgment  enforcing the arbitration award or whether to contest the award.
      The Company's  management believes that Houston General has no valid basis
      for contesting the arbitration award and therefore the ultimate resolution
      of this matter should not have a material  adverse effect on The Company's
      financial position or results of operations.

      With respect to the previously  reported National Gypsum  litigation,  the
      Bankruptcy Court has remanded the Texas state court action to state court.

      With  respect  to  the  previously  reported   Spectravision   litigation,
      plaintiffs  have filed an amended  complaint  in which  DLJSC is no longer
      named as a defendant.


                                       14
<PAGE>

      On September 26, 1996,  the United States  District Court for the Southern
      District of New York granted the defendants'  motion to dismiss all counts
      of the complaint in the previously reported litigation  involving Alliance
      and  the  Alliance  North  American   Government  Income  Fund,  Inc.  The
      plaintiffs  have filed motions  requesting  that the court  reconsider its
      decision  and for  permission  to file an  amended  complaint.  While  the
      ultimate outcome cannot be determined at this time,  Alliance's management
      does not expect that it will have a material  adverse effect on Alliance's
      consolidated financial position or results of operations.

      In addition to the matters  previously  reported and the matters described
      above,  Equitable Life and its  subsidiaries  and DLJ and its subsidiaries
      are involved in various legal actions and  proceedings in connection  with
      their businesses. Some of the actions and proceedings have been brought on
      behalf of  various  alleged  classes  of  claimants  and  certain of these
      claimants seek damages of unspecified amounts.  While the ultimate outcome
      of such matters  cannot be  predicted  with  certainty,  in the opinion of
      management no such matter is likely to have a material  adverse  effect on
      the Company's consolidated financial position or results of operations.


                                       15
<PAGE>

Item 2.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

The following  analysis of the consolidated  results of operations and financial
condition of the Company  should be read in  conjunction  with the  Consolidated
Financial Statements and the related Notes to Consolidated  Financial Statements
included  elsewhere  herein,  and with the Management's  Discussion and Analysis
section included in the Company's 1995 Report on Form 10-K.

COMBINED RESULTS OF OPERATIONS

The  contribution  from  the  Closed  Block  is  reported  on  one  line  in the
consolidated statements of earnings. The following table presents the results of
operations  of the Closed  Block for the three  months and the nine months ended
September 30, 1996 and 1995  combined with the results of operations  outside of
the Closed  Block.  See Closed  Block  results  as  combined  herein on page 18.
Management's   discussion  and  analysis   addresses  the  combined  results  of
operations unless noted otherwise.
<TABLE>
<CAPTION>
                                        Three Months Ended       Nine Months Ended
                                          September 30,            September 30,
                                        ----------------------- ---------------------
                                           1996         1995       1996       1995
                                        -----------  ---------- ---------- ----------
                                                          (In Millions)

Combined Results of Operations
<S>                                      <C>         <C>        <C>         <C>       
Policy fee income and premiums .......   $    537.3  $    515.8 $  1,628.7  $  1,593.4
Net investment income ................        674.5       650.8    2,014.3     1,952.4
Investment (losses) gains, net .......        (10.1)        8.2      (34.7)       20.2
Commissions, fees and other income ...        263.0       232.6      787.8       652.5
                                         ----------  ---------- ----------  ----------
  Total revenues .....................      1,464.7     1,407.4    4,396.1     4,218.5

Total benefits and other deductions ..      1,324.6     1,265.6    3,983.9     3,838.9
                                         ----------  ---------- ----------  ----------
Earnings before Federal income taxes,
  minority interest and cumulative
  effect of accounting change ........        140.1       141.8      412.2       379.6
Federal income taxes .................         33.7        33.9       92.2        89.9
Minority interest in net income of
  consolidated subsidiaries ..........         20.6        16.7       59.5        45.2
                                         ----------  ---------- ----------  ----------
Earnings before Cumulative Effect
  of Accounting Change ...............   $     85.8  $     91.2 $    260.5  $    244.5
                                         ==========  ========== ==========  ==========
</TABLE>

Continuing Operations

Compared to the  comparable  prior year period,  the higher  pre-tax  results of
operations  for the nine months ended  September  30, 1996  reflected  increased
earnings in the  Investment  Services and  Individual  Insurance  and  Annuities
segments  partially  offset by higher  losses in the Group  Pension  segment and
higher  Corporate  interest  expense.  The increase in minority  interest in net
income of consolidated  subsidiaries was  attributable to increased  earnings at
Alliance.

The $177.6 million  increase in revenues for the nine months ended September 30,
1996 compared to the corresponding  period in 1995 was attributed primarily to a
$135.3 million increase in commissions, fees and other income principally due to
increased  business activity within the Investment  Services segment and a $35.3
million increase in policy fee income and premiums.

                                       16
<PAGE>

Net  investment  income  increased  $61.9  million  for the  nine  months  ended
September  30, 1996 as compared to the same period in 1995 due to an increase of
$63.1 million for the Individual Insurance and Annuities segment. The Individual
Insurance and Annuities  increase was due to higher overall investment yields on
a larger asset base.

There  were  investment  losses  of  $34.7  million  for the nine  months  ended
September  30, 1996 as compared to gains of $20.2 million for the same period in
1995.  The gain of $20.6  million  recognized  as a result  of the  issuance  of
Alliance Units to third parties upon completion of the Cursitor  acquisition was
more than  offset by  investment  losses of $55.1  million  on  General  Account
Investment Assets as compared to gains of $19.9 million in the first nine months
of 1995.  Losses on mortgage  loans  increased to $59.2  million,  $35.5 million
higher than in 1995,  while losses on equity real estate  totaled $42.0 million,
$27.0  million  higher  than in the first nine  months of 1995.  There were $2.8
million of gains on the General  Account's other equity  investments as compared
to $5.0 million during the first nine months of 1995.  There were gains of $43.3
million on fixed  maturities,  a decrease of $10.3  million from the  comparable
1995 period.

On January 1, 1996, the Company implemented SFAS No. 121. As a result,  existing
valuation  allowances of $152.4  million on equity real estate were released and
impairment  losses of $149.6  million  were  recognized  on real estate held and
used. Due to the adoption of this  statement,  equity real estate  classified as
available for sale is no longer depreciated. See Note 2 of Notes to Consolidated
Financial Statements.

For the first nine months of 1996, total benefits and other deductions increased
by $145.0 million from the comparable  period in 1995,  reflecting  increases in
other operating costs and expenses of $101.9 million,  a $27.1 million  increase
in  interest   credited  to  policyholders  and  a  $16.0  million  increase  in
policyholders'  benefits. The increase in other operating costs and expenses was
primarily  attributable  to increased  operating  costs of $67.6  million in the
Investment  Services segment  associated with increased segment activities and a
$30.2 million increase in Corporate  interest expense,  offset by a $7.0 million
decrease in other operating  costs and expenses in the Individual  Insurance and
Annuities segment.  Higher Corporate interest expense resulted from the interest
on the Surplus  Notes  issued by Equitable  Life in the fourth  quarter of 1995.
There was a $24.0 million increase in interest credited to policyholders for the
Individual  Insurance and Annuities  segment,  primarily due to small changes in
crediting rates applied to a larger in force book of business. The Group Pension
segment's $3.1 million increase in interest credited to policyholders was due to
the impact of pass-throughs of lower investment losses to participating  pension
contractholders offset by smaller policyholders' account balances.

Discontinued GIC Segment

In the first nine months of 1996,  $37.4 million of pre-tax losses were incurred
and  charged to the GIC  Segment's  allowance  for future  losses as compared to
pre-tax  losses of $63.5  million in the first nine  months of 1995.  Investment
results  declined by $31.2  million in the first nine months of 1996 as compared
to the year earlier  period.  Net investment  income  declined by $19.7 million,
principally due to lower income on mortgage loans and fixed  maturities as these
asset bases continued to decrease,  partially  offset by higher income on equity
real estate.  Investment  losses increased $11.5 million to $23.8 million in the
first nine months of 1996 as compared to the comparable prior year period. There
were $12.9  million  and $5.0  million of losses on equity real estate and other
equity investments,  respectively,  in 1996 versus $4.6 million and $1.6 million
of gains,  respectively,  during the year earlier  period.  These  declines were
partially  offset by $3.5 million of lower losses on fixed  maturities  and $9.1
million lower losses on mortgage loans.  Benefits and other deductions  declined
by $57.7  million  principally  due to the decrease of $26.0 million in interest
credited  on a reduced  GIC  contract  base and  $21.2  million  lower  interest
payments on loans from continuing operations due to repayments.


                                       17
<PAGE>

COMBINED RESULTS OF CONTINUING OPERATIONS BY SEGMENT

Individual Insurance and Annuities

The Closed Block is part of the Individual  Insurance and Annuities segment. The
following  table combines the Closed Block amounts with the reported  results of
operations outside of the Closed Block on a line-by-line basis.
<TABLE>
<CAPTION>
                       Individual Insurance and Annuities
                                  (In Millions)

                                                Nine Months Ended September 30,
                                            ---------------------------------------------
                                                             1996
                                            ----------------------------------
                                                As        Closed                  1995
                                             Reported      Block    Combined    Combined
                                            -----------  --------- ----------- ----------
<S>                                          <C>         <C>       <C>         <C>       
Policy fees, premiums and other income ...   $  1,128.7  $  539.1  $  1,667.8  $  1,612.6
Net investment income ....................      1,299.2     408.4     1,707.6     1,644.5
Investment (losses) gains, net ...........         (4.8)    (13.2)      (18.0)       48.6
Contribution from the Closed Block .......         73.8     (73.8)     --          --
                                             ----------  --------  ----------  ----------
  Total revenues .........................      2,496.9     860.5     3,357.4     3,305.7
Total benefits and other deductions ......      2,256.6     860.5     3,117.1     3,073.5
                                             ----------  --------  ----------  ----------
Earnings before Federal Income Taxes,
  Minority Interest and Cumulative
  Effect of Accounting Change ............   $    240.3  $ --      $    240.3  $    232.2
                                             ==========  ========  ==========  ==========
</TABLE>

The earnings from operations in the Individual  Insurance and Annuities  segment
for the nine  months  ended  September  30, 1996  reflected  an increase of $8.1
million  from the year earlier  period  primarily  due to higher  policy fees on
variable  and  interest-sensitive   life  and  individual  annuities  contracts,
favorable  mortality  experience  on term  life  insurance  and  lower  deferred
acquisition cost  amortization.  These increases were offset by lower investment
results,  higher employee  benefit costs,  higher claims  experience on directly
written and  reinsurance  assumed  disability  income  policies and higher costs
associated  with new  distribution  channels  and new product  initiatives.  The
effect of small  changes  in  crediting  rates on the  larger in force  books of
business for  interest-sensitive  life and annuity products was more than offset
by the increase in investment income.

Total  revenues  increased by $51.7  million  primarily  due to a $75.1  million
increase in policy fees and a $12.9 million  increase in  commissions,  fees and
other  income,  offset by declines of $32.8 million in premiums and $3.5 million
in investment  results.  The decrease in premiums  principally  was due to lower
traditional life premiums and lower  reinsurance  assumed on individual  annuity
contracts.  The decline in investment results resulted from investment losses in
1996 as  compared to gains in 1995 due to higher  losses on  mortgage  loans and
equity  real  estate  and  lower  gains on fixed  maturities  and  other  equity
investments, partially offset by higher investment income.

Total benefits and other deductions for the nine months ended September 30, 1996
rose $43.6 million from the comparable  1995 period.  Other  operating  expenses
increased $45.8 million principally due to higher employee benefit costs related
to lower interest rate assumptions used in the calculation of retirement program
costs,  higher costs associated with building new distribution  channels and new
product  initiatives,  and higher volume related commissions and other expenses.
Interest credited on policyholders' account balances increased $24.0 million due
to the increases in the books of business noted above.  Policyholders'  benefits
increased by $26.6 million due to emerging claims experience on directly written
and  reinsurance  assumed  disability  income  business and higher  variable and
interest-sensitive  life mortality  experience.  These  increases were partially
offset  by a $5.0  million  increase  in  deferred  policy  acquisition  ("DAC")
capitalization  and  lower  term life  mortality  experience.  Higher  mortality
experience  on variable and  interest-sensitive  life  policies  and  investment
losses contributed to the $47.8 million lower DAC amortization.


                                       18
<PAGE>

Losses on the directly written disability income business were $34.4 million for
the nine months ended September 30, 1996, a $6.8 million increase from the prior
year's comparable period.  Incurred benefits (benefit payments plus additions to
claims reserves) for directly written disability income products increased $20.1
million in the first nine months of 1996 from the comparable  1995 levels due to
lower  terminations  of  existing  claims.  Losses  on the  reinsurance  assumed
disability  income  business  were  $19.1  million  for the  nine  months  ended
September  30, 1996, a $15.6 million  increase from the prior year's  comparable
period.

Premiums and Deposits - The  following  table  reflects  premiums and  deposits,
including  universal  life  and  investment-type   contract  deposits,  for  the
segment's major product lines.
<TABLE>
<CAPTION>
                              Premiums and Deposits
                                  (In Millions)

                                         Three Months Ended       Nine Months Ended
                                           September 30,           September 30,
                                        ---------------------- ---------------------
                                           1996       1995        1996       1995
                                        ----------  ---------- ---------- ----------
<S>                                      <C>        <C>        <C>        <C>       
Product Line:
Individual annuities
  First year .........................   $    488.1 $    389.2 $  1,560.0 $  1,335.1
  Renewal ............................        256.2      248.0      918.0      828.1
                                         ---------- ---------- ---------- ----------
                                              744.3      637.2    2,478.0    2,163.2
Variable and interest-sensitive life
  First year recurring ...............         41.3       39.7      131.4      134.8
  First year optional ................         34.4       32.2      118.9      112.4
  Renewal ............................        268.2      246.2      871.1      781.8
                                         ---------- ---------- ---------- ----------
                                              343.9      318.1    1,121.4    1,029.0
Traditional life
  First year recurring ...............          4.4        5.7       14.1       17.8
  First year optional ................          1.2        1.4        3.7        4.4
  Renewal ............................        199.7      202.7      623.2      634.6
                                         ---------- ---------- ---------- ----------
                                              205.3      209.8      641.0      656.8
Other(1)
  First year .........................          4.2       15.5       22.3       64.3
  Renewal ............................         91.4       87.5      279.3      290.8
                                         ---------- ---------- ---------- ----------
                                               95.6      103.0      301.6      355.1

Total First Year .....................        573.6      483.7    1,850.4    1,668.8
Total Renewal ........................        815.5      784.4    2,691.6    2,535.3
                                         ---------- ---------- ---------- ----------
Grand Total ..........................   $  1,389.1 $  1,268.1 $  4,542.0 $  4,204.1
                                         ========== ========== ========== ==========
<FN>
(1)  Includes health insurance and reinsurance assumed.
</FN>
</TABLE>

First year  premiums and deposits for the nine months ended  September  30, 1996
increased from prior year levels by $181.6 million primarily due to higher sales
of  individual  annuities  offset,  in part,  by lower  reinsurance  assumed  on
individual annuity contracts.  Renewal premiums and deposits increased by $156.3
million  during the nine  months  ended  September  30, 1996 over the prior year
period as increases in the larger block of variable and interest-sensitive  life
and  individual  annuities  policies  were  partially  offset  by  decreases  in
traditional life policies and other product lines. Traditional life premiums and
deposits  for the first  nine  months of 1996  decreased  from the prior  year's
comparable  period by $15.8 million due to the  marketing  focus on variable and
interest-sensitive  products  and the  decline in the  traditional  life book of
business.  The 16.8% increase in first year  individual  annuities  premiums and
deposits  in 1996 over the prior year  period  included  $135.6  million  from a
recently  introduced  line of  retirement  annuity  products  and  reflected  an
approximately $135.8 million decrease in premiums related to an exchange program
that  offers  contractholders  of  existing  SPDA  contracts  with no  remaining
surrender  charges an  opportunity to exchange their contract for a new flexible

                                       19
<PAGE>

premium  variable  contract which retains assets in the Company and  establishes
new  surrender  charge  scales.   Management   believes  the  ongoing  strategic
positioning of the Company's insurance operations continues to impact first year
life  premiums  and  deposits.  Particular  emphasis  has  been  devoted  to the
implementation  of a new needs based selling  approach and the  establishment of
consultative financial services as the cornerstone of the sales process. Changes
in agent  recruitment  and training  practices  have  resulted in retention  and
productivity  improvements,  which  management  expects  ultimately  will have a
positive effect upon life premium results.

Surrenders  and  Withdrawals - The following  table  summarizes  surrenders  and
withdrawals,  including universal life and investment-type contract withdrawals,
for the segment's major product lines.
<TABLE>
<CAPTION>
                           Surrenders and Withdrawals
                                  (In Millions)

                                           Three Months Ended   Nine Months Ended
                                             September 30,         September 30,
                                          ------------------- ---------------------
                                            1996      1995      1996        1995
                                          --------- --------  --------- -----------
<S>                                        <C>      <C>       <C>        <C>       
Product Line:
Individual annuities ...................   $  507.4 $  464.7  $  1,706.1 $  1,682.0
Variable and interest-sensitive life ...       99.0     99.5       328.0      309.6
Traditional life .......................       76.6     84.4       263.1      259.1
                                           -------- --------  ---------- ----------
Total ..................................   $  683.0 $  648.6  $  2,297.2 $  2,250.7
                                           ======== ========  ========== ==========
</TABLE>

Policy and contract  surrenders and  withdrawals  increased $46.5 million during
the nine months ended  September  30, 1996  compared to the same period in 1995.
Surrenders of  individual  annuities  and variable and  interest-sensitive  life
products increased by $24.1 million and $18.4 million,  respectively, due to the
increased size of the books of business. Overall, surrender ratios have declined
during the first nine months of 1996.

Investment Services

The following  table  summarizes  the results of operations  for the  Investment
Services segment.
<TABLE>
<CAPTION>
                               Investment Services
                                  (In Millions)

                                              Three Months Ended Nine Months Ended
                                                September 30,       September 30,
                                              ------------------ -----------------
                                                1996      1995     1996    1995
                                              --------- -------- -------- --------
<S>                                            <C>      <C>      <C>      <C>     
Third party commissions and fees ...........   $  216.0 $  188.3 $  628.1 $  525.4
Affiliate fees .............................       31.6     34.6     93.7    102.1
Other income(1) ............................       19.4     20.8     96.5     53.6
                                               -------- -------- -------- --------
Total revenues .............................      267.0    243.7    818.3    681.1
Total costs and expenses ...................      198.2    184.5    591.5    523.9
                                               -------- -------- -------- --------
Earnings before Federal Income Taxes,
  Minority Interest and Cumulative
  Effect of Accounting Change ..............   $   68.8 $   59.2 $  226.8 $  157.2
                                               ======== ======== ======== ========
<FN>
(1)  Includes investment results and other items.
</FN>
</TABLE>

For  the  nine  months  ended  September  30,  1996,  pre-tax  earnings  for the
Investment  Services  segment  increased by $69.6  million from the year earlier
period  primarily due to higher earnings for DLJ and Alliance.  Underwriting and
trading  revenues at DLJ  decreased in the third  quarter of 1996 as compared to
the third  quarter  of 1995 and the  second  quarter  of 1996 due to an  overall
decline in market  conditions.  DLJ's earnings for the first nine months of 1996
were higher than in the comparable  1995 period largely due to increased  levels
of underwriting and merger and acquisition  activity,  higher dealer and trading
gains and the growth in trading volume on most major exchanges.

                                       20
<PAGE>

Total segment  revenues were up $137.2 million  principally due to higher equity
in net earnings of DLJ.  Other income for the nine months  ended  September  30,
1996  included a gross gain of $20.6  million on the issuance of Alliance  Units
during  the  first  quarter  of  the  year  in  connection   with  the  Cursitor
transaction.

Total costs and expenses increased by $67.6 million for the nine-month period of
1996 as  compared  to the  comparable  period  in 1995,  principally  reflecting
increases in  compensation  and  benefits and other  expenses at Alliance due to
increased activity.

The following table summarizes results of operations by business unit.
<TABLE>
<CAPTION>
                               Investment Services
                     Results of Operations by Business Unit
                                  (In Millions)

                                            Three Months Ended   Nine Months Ended
                                              September 30,         September 30,
                                           -------------------  ------------------
                                              1996       1995     1996      1995
                                            ---------  -------  --------- --------
<S>                                          <C>       <C>      <C>       <C>  
Earnings before Federal income taxes,
  minority interest and cumulative effect
  of accounting change:
  DLJ(1) ..................................   $  84.6  $  63.7  $  329.3  $  184.3
  Alliance ................................      50.4     42.0     144.5     114.5
  Equitable Real Estate ...................      10.1     11.2      26.6      28.1
  Consolidation/elimination(2)(3)(4) ......     (76.3)   (57.7)   (273.6)   (169.7)
                                              -------  -------  --------  --------
Earnings before Federal Income Taxes,
  Minority Interest and Cumulative
  Effect of Accounting Change(5) ..........   $  68.8  $  59.2  $  226.8  $  157.2
                                              =======  =======  ========  ========
<FN>
(1) Excludes  amortization expense of $0.9 million,  $1.5 million,  $2.8 million
    and $4.3 million for the three  months and the nine months  ended  September
    30, 1996 and 1995,  respectively,  on goodwill and intangible assets related
    to  Equitable  Life's  acquisition  of DLJ in 1985,  which are  included  in
    consolidation/elimination.

(2) Includes  interest expense of $2.8 million,  $4.4 million,  $8.9 million and
    $14.1 million  related to intercompany  debt issued by intermediate  holding
    companies payable to Equitable Life for the three months and the nine months
    ended September 30, 1996 and 1995, respectively.

(3) Includes  the  Holding  Company  and  third  party  interests  in DLJ's  net
    earnings, as well as taxes on the Company's equity interest in DLJ's pre-tax
    earnings of $68.1 million, $49.9 million,  $263.4 million and $144.5 million
    for the three months and the nine months ended  September 30, 1996 and 1995,
    respectively.

(4) Includes a gain of $16.9  million (net of $3.7 million  related state income
    tax) for the nine months  ended  September  30, 1996 on issuance of Alliance
    Units to third  parties  upon the  completion  of the  Cursitor  transaction
    during the first quarter of the year.

(5) Pre-tax  minority  interest in Alliance was $21.2  million,  $17.1  million,
    $61.0  million and $46.1  million  for the three  months and the nine months
    ended September 30, 1996 and 1995, respectively.
</FN>
</TABLE>

DLJ - DLJ's  earnings from  operations  for the nine months ended  September 30,
1996 were $329.3  million,  up $145.0  million  from the  comparable  prior year
period.  Revenues  increased  $572.3  million to $2.54 billion  primarily due to
increased  underwriting  revenues of $203.0  million,  higher dealer and trading
gains of $100.1  million,  higher  commissions of $85.1 million,  higher fees of

                                       21
<PAGE>

$45.3 million and higher gains on the corporate  development  portfolio of $24.6
million.  DLJ's expenses were $2.21 billion for the nine months ended  September
30, 1996, up $427.3 million from the comparable prior year period.  The increase
was primarily due to a $213.3 million  increase in compensation and commissions,
higher  interest  expense  of $62.6  million  and a $19.9  million  increase  in
occupancy and communications expenses.

DLJ's  derivative  activities  are not as extensive as many of its  competitors.
Instead,  DLJ has focused its derivative  activities on writing over the counter
("OTC")  options  to  accommodate  its  customers'  needs,  trading  in  forward
contracts in U.S.  government  and agency  issued or guaranteed  securities  and
engaging in futures contracts on equity based indices, interest rate instruments
and  currencies,  and  issuing  structured  notes.  DLJ's  involvement  in  swap
contracts is not  significant.  As a result,  DLJ's  involvement  in derivatives
products is related  primarily to revenue  generation  through the  provision of
products to its clients as opposed to hedges against DLJ's own positions.

Options  contracts  are  typically  written for a duration of less than thirteen
months.  Revenues from these activities (net of related  interest  expense) were
approximately  $51.2  million  and  $65.7  million  for the  nine  months  ended
September 30, 1996 and 1995, respectively. Option writing revenues are primarily
from the  amortization of option  premiums.  The decrease in revenues  primarily
resulted  from  lower  premiums  received  by DLJ due to a  number  of  factors,
including market conditions and competition from other financial institutions.

The notional value of written options  contracts  outstanding was  approximately
$7.5 billion and $4.2 billion at September 30, 1996 and 1995, respectively.  The
increase in the  notional  value of options was  primarily  due to  increases in
customer  activity  related to U.S.  government  obligations  and  foreign  debt
securities.  Such written options contracts are substantially covered by various
financial instruments that DLJ had purchased or sold as principal.

As part of DLJ's trading activities, including trading activities in the related
cash market instruments, DLJ enters into forward and futures contracts primarily
involving securities,  foreign currencies,  indices and forward rate agreements.
Such forward and futures  contracts  are entered into as part of DLJ's  covering
transactions and generally are not used for speculative purposes.

Net trading (losses) gains on forward  contracts were $(39.7) million and $126.3
million and net trading gains  (losses) on futures  contracts were $20.9 million
and  $(53.3)  million  for the nine months  ended  September  30, 1996 and 1995,
respectively.

The notional  contract and market values of the forward and futures contracts at
September 30, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
                                       September 30, 1996       September 30, 1995
                                      ---------------------  ----------------------
                                        Purchases   Sales     Purchases   Sales
                                       ---------- ---------   ---------- ----------
                                                      (In Millions)
<S>                                     <C>        <C>        <C>        <C>    
Forward Contracts
  (Notional Contract Value) ........    $18,610    $24,290    $15,104    $14,944
                                        =======    =======    =======    =======
Futures Contracts
  (Notional Market Value) ..........    $ 2,290    $ 3,546    $   272    $ 1,004
                                        =======    =======    =======    =======
</TABLE>

DLJ issues structured notes which are customized derivative instruments in which
the amount of  interest  or  principal  paid on a debt  obligation  is linked to
movements in the value of cash market  financial  instruments.  At September 30,
1996 and 1995, DLJ had issued  structured notes with principal amounts of $217.7
million and $61.5 million outstanding,  respectively.  DLJ expects the volume of
this  activity  to  increase  in the  future.  DLJ  covers  its  obligations  on
structured notes primarily by purchasing and selling the securities to which the
value of its structured notes are linked.

                                       22
<PAGE>

Alliance  -  Alliance's  earnings  from  operations  for the nine  months  ended
September  30, 1996 were $144.5  million,  an increase of $30.0 million from the
prior year's  comparable  period.  Revenues totaled $575.5 million for the first
nine months of 1996, an increase of $111.9 million from the comparable period in
1995, due to increased  investment  advisory and service fees.  Alliance's costs
and expenses  increased  $81.9  million for the nine months ended  September 30,
1996  primarily  due to  increases  in employee  compensation  and  benefits and
promotional expenditures.

Equitable Real Estate - Equitable Real Estate's  earnings from  operations  were
$26.6  million for the first nine  months of 1996,  down $1.5  million  from the
preceding year's  comparable  period.  Revenues declined $19.9 million to $153.9
million for the first nine months of 1996 when compared to the  comparable  1995
period.  Operating  expenses  decreased by $18.4 million totaling $127.3 million
for the nine months ended September 30, 1996. The declines were primarily due to
the absence of the EQ Services' mortgage servicing  contracts which were sold in
October 1995.

Fees From Assets Under  Management - As the following table  illustrates,  third
party  clients  continued  to  represent  an  important  source of revenues  and
earnings.
<TABLE>
<CAPTION>
                        Fees and Assets Under Management
                                  (In Millions)

                                                                  At or For the
                                       Three Months Ended       Nine Months Ended
                                         September 30,            September 30,
                                      -------------------    ---------------------
                                        1996       1995        1996         1995
                                      ---------  --------    ---------   ---------
<S>                                   <C>         <C>        <C>         <C>      
Fees:
  Equitable Life and the Holding
    Company Group .................   $    28.6   $   31.9   $   84.7    $    93.4
  Third Party .....................       186.5      162.2      537.9        443.4
                                      ---------   --------   --------    ---------

Total .............................   $   215.1   $  194.1   $  622.6    $   536.8
                                      =========   ========   ========    =========

Assets Under Management:
  Equitable Life and the Holding
    Company Group .................                          $ 54,812    $  48,569
  Third Party(1) ..................                           173,298      147,619
                                                             --------    ---------
Total .............................                          $228,110    $ 196,188
                                                             ========    =========
<FN>
(1) Included $1.8 billion of performing  mortgages at September 30, 1995 under a
    special  stand-by  services  contract  with the RTC which  expired  in 1995.
    Stand-by  fees were  received on the entire  portfolio  under the  contract;
    servicing fees were earned only on those mortgages that were delinquent.
</FN>
</TABLE>

Fees from assets under management  increased for the nine months ended September
30, 1996 from the prior  year's  comparable  period  principally  as a result of
growth in assets under  management  for third  parties.  Alliance's  third party
assets  under  management  increased  by  $30.73  billion  primarily  due to the
acquisition of Cursitor and National Mutual Funds Management  (North America) in
the first half of the year and to market  appreciation.  Third  party  assets at
Equitable Real Estate decreased by $7.89 billion  principally due to the sale in
October 1995 by EQ Services of mortgage servicing contracts.


                                       23
<PAGE>

Group Pension

The following  table  summarizes the results of operations for the Group Pension
segment.
<TABLE>
<CAPTION>
                                  Group Pension
                                  (In Millions)

                                            Three Months Ended   Nine Months Ended
                                              September 30,       September 30,
                                            ------------------ -------------------
                                              1996     1995      1996     1995
                                            --------  -------  --------   --------
<S>                                          <C>      <C>      <C>       <C>     
Policy fees, premiums and other income ...   $  10.2  $  14.2  $   34.1  $   41.6
Net investment income ....................      58.8     62.7     185.6     199.8
Investment (losses) gains, net ...........      (8.3)      .2     (30.4)    (32.0)
                                             -------  -------  --------  --------
Total revenues ...........................      60.7     77.1     189.3     209.4
Total benefits and other deductions ......      69.0     78.0     217.9     222.1
                                             -------  -------  --------  --------
Loss Before Federal Income Taxes,
  Minority Interest and Cumulative
  Effect of Accounting Change ............   $  (8.3) $   (.9) $  (28.6) $  (12.7)
                                             =======  =======  ========  ========
</TABLE>

The results for the Group Pension segment  reflected a $15.9 million higher loss
for the nine months ended  September 30, 1996 compared to the same period a year
ago.  Investment losses in 1996 were $30.4 million,  a $1.6 million  improvement
from comparable  losses for the first nine months of 1995.  After reflecting the
effect of  pass-throughs  to  participating  pension  contractholders,  however,
investment  losses net of pass-throughs  increased by $11.2 million.  Due to the
cumulative   amount  of  investment   losses   realized  on  assets   supporting
participating pension contractholder account balances,  future investment losses
are not expected to be reduced by further  pass-throughs.  The investment losses
principally  resulted from additions to asset  valuation  allowances on mortgage
loans  and  writedowns  of  equity  real  estate.  Additionally,  reserves  were
strengthened  by  $7.0  million  in  1996  on  certain  pension  par  contracts.
Investment  income for the nine months  ended  September  30, 1996  decreased by
$14.2 million from the  comparable  period of the prior year  primarily due to a
smaller  asset base.  Policy fees,  premiums  and other income  declined by $7.5
million in the first nine  months of 1996 when  compared to the same 1995 period
due to the  smaller  book of  business,  partially  offset  by the $3.1  million
increase in interest credited.


                                       24
<PAGE>

GENERAL ACCOUNT INVESTMENT PORTFOLIO

The following table reconciles the  consolidated  balance sheet asset amounts to
the amounts of General Account Investment Assets.
<TABLE>
<CAPTION>
                General Account Investment Assets Carrying Values
                               September 30, 1996
                                  (In Millions)

                                                                               General
                                           Balance                              Account
                                            Sheet      Closed                 Investment
Balance Sheet Captions:                     Total      Block       Other(1)     Assets
- ---------------------------------------  ------------ --------    ---------   -----------
<S>                                       <C>         <C>         <C>         <C>        
Fixed maturities:
  Available for sale ..................   $  17,117.5 $  3,736.2  $   (192.9) $  21,046.6
Mortgage loans on real estate .........       3,298.5    1,422.2      --          4,720.7
Equity real estate ....................       3,705.0      181.4       (21.4)     3,907.8
Policy loans ..........................       2,167.3    1,778.8      --          3,946.1
Investment in and loans to affiliates .         686.8     --           686.8       --
Other equity investments ..............         561.4      104.4        10.1        655.7
Other invested assets .................         358.4       93.9       367.8         84.5
                                          ----------- ----------  ----------  -----------
  Total investments ...................      27,894.9    7,316.9       850.4     34,361.4
Cash and cash equivalents .............         528.2      (57.9)      175.2        295.1
                                          ----------- ----------  ----------  -----------

Total .................................   $  28,423.1 $  7,259.0  $  1,025.6  $  34,656.5
                                          =========== ==========  ==========  ===========
<FN>
(1) Assets listed in the "Other" category  principally consist of assets held in
    portfolios  other than the General  Account which are not managed as part of
    General  Account  Investment  Assets  and  certain   reclassifications   and
    intercompany  adjustments.  The "Other"  category is deducted in arriving at
    the General Account Investment Assets.
</FN>
</TABLE>

The General Account  Investment  Assets  presentation set forth in the following
pages  includes the  investments  of the Closed Block on a  line-by-line  basis.
Management  believes it is appropriate to discuss the  information on a combined
basis in view of the  similar  asset  quality  characteristics  of  major  asset
categories in the portfolios.

Writedowns on fixed maturities were $26.7 million and $40.3 million for the nine
months ended  September  30, 1996 and 1995,  respectively.  Writedowns on equity
real estate totaled $3.1 million in the first nine months of 1996. The following
table shows asset valuation allowances and additions to and deductions from such
allowances  for  mortgages  and equity  real  estate for the nine  months  ended
September 30, 1996 and 1995.


                                       25
<PAGE>

                        General Account Investment Assets
                              Valuation Allowances
                                  (In Millions)
<TABLE>
<CAPTION>
                                                            Equity Real
                                                Mortgages     Estate       Total
                                               -----------  ------------ ----------
<S>                                              <C>         <C>         <C>     
September 30, 1996
Assets Outside of the Closed Block:
Beginning balances .........................     $   65.5    $  259.8    $  325.3
SFAS No. 121 release(1) ....................       --          (152.4)     (152.4)
Additions ..................................         47.2        41.5        88.7
Deductions(2) ..............................        (19.4)      (85.8)     (105.2)
                                                 --------    --------    --------
Ending Balances ............................     $   93.3    $   63.1    $  156.4
                                                 ========    ========    ========
Closed Block:
Beginning balances .........................     $   18.4    $    4.3    $   22.7
Additions ..................................         15.2          .8        16.0
Deductions(2) ..............................          (.2)       (2.6)       (2.8)
                                                 --------    --------    --------
Ending Balances ............................     $   33.4    $    2.5    $   35.9
                                                 ========    ========    ========
Total:
Beginning balances .........................     $   83.9    $  264.1    $  348.0
SFAS No. 121 release(1) ....................       --          (152.4)     (152.4)
Additions ..................................         62.4        42.3       104.7
Deductions(2) ..............................        (19.6)      (88.4)     (108.0)
                                                 --------    --------    --------
Ending Balances ............................     $  126.7    $   65.6    $  192.3
                                                 ========    ========    ========
September 30, 1995
Total:
Beginning balances .........................     $  110.4    $  223.3    $  333.7
Additions ..................................         33.3        41.3        74.6
Deductions(2) ..............................        (35.2)      (24.7)      (59.9)
                                                 --------    --------    --------
Ending Balances ............................     $  108.5    $  239.9    $  348.4
                                                 ========    ========    ========
<FN>
(1) As a result of the adoption of SFAS No. 121, $152.4 million of allowances on
    assets held for  investment  were released and  impairment  losses of $149.6
    million were recognized on real estate held and used.

(2) Primarily reflected releases of allowances due to asset dispositions and
    writedowns.
</FN>
</TABLE>

                                       26
<PAGE>

General Account Investment Assets by Category

The following table shows the amortized cost,  valuation  allowances and the net
amortized cost of the major categories of General Account  Investment  Assets at
September 30, 1996 and the net amortized cost at December 31, 1995.
<TABLE>
<CAPTION>
                        General Account Investment Assets
                              (Dollars In Millions)

                                           September 30, 1996                          December 31, 1995
                              --------------------------------------------------   ------------------------
                                                                          % of                       % of
                                                              Net      Total Net       Net        Total Net
                                Amortized    Valuation     Amortized   Amortized    Amortized     Amortized
                                   Cost      Allowances       Cost        Cost         Cost          Cost
                              ------------- -----------   ----------- ----------   -----------   ----------
<S>                           <C>           <C>           <C>             <C>      <C>               <C>  
Fixed maturities(1).......... $   20,927.4  $     --      $  20,927.4      60.6%   $  19,149.9        56.7%
Mortgages....................      4,847.4       126.7        4,720.7      13.7        5,007.1        14.8
Equity real estate...........      3,973.4        65.6        3,907.8      11.3        4,130.3        12.2
Other equity investments.....        655.7        --            655.7       1.9          764.1         2.3
Policy loans.................      3,946.1        --          3,946.1      11.4        3,773.6        11.2
Cash and short-term
  investments(2).............        379.6        --            379.6       1.1          952.1         2.8
                              ------------- -----------   ----------- ----------   -----------   ----------
Total........................ $   34,729.6  $    192.3    $  34,537.3     100.0%   $  33,777.1       100.0%
                              ============= ===========   =========== ==========   ===========   ==========
<FN>
(1) Excludes  unrealized  gains of $119.2  million  and $857.9  million on fixed
    maturities  classified  as  available  for sale at  September  30,  1996 and
    December 31, 1995, respectively.

(2) Comprised of "Cash and cash equivalents" and short-term investments included
    within the "Other  invested  assets"  caption  on the  consolidated  balance
    sheet.
</FN>
</TABLE>

Management  has a policy of not investing  substantial  new funds in equity real
estate  except  to  safeguard  values  in  existing   investments  or  to  honor
outstanding  commitments.  It is management's continuing objective to reduce the
size of the equity real estate portfolio  relative to total assets over the next
several years. Management anticipates that reductions will depend on real estate
market conditions,  the level of mortgage foreclosures and expenditures required
to fund necessary or desired improvements to properties.

                                       27
<PAGE>

Investment Results of General Account Investment Assets
<TABLE>
<CAPTION>
                     Investment Results by Asset Category(1)
                              (Dollars In Millions)

                                 Three Months Ended September 30,                      Nine Months Ended September 30,
                         --------------------------------------------------   --------------------------------------------------
                                  1996                      1995                       1996                      1995
                         ------------------------  ------------------------   ------------------------  ------------------------
                            (1)                       (1)                        (1)                       (1)
                           Yield       Amount        Yield       Amount         Yield      Amount         Yield       Amount
                         ---------- -------------  ---------- -------------   --------- --------------  ---------- -------------
<S>                        <C>      <C>              <C>      <C>               <C>     <C>                <C>     <C>       
Fixed Maturities:
  Income..............      7.93%   $    408.7        8.09%   $     369.5        7.92%  $   1,186.9        8.12%   $  1,076.9
  Investment
    Gains/(Losses)....      0.16%          8.2        0.46%          20.6        0.29%         43.3        0.40%         53.6
                         ---------- -------------  ---------- -------------   ------------------------  ---------- -------------
  Total...............      8.09%   $    416.9        8.55%   $     390.1        8.21%  $   1,230.2        8.52%   $  1,130.5
  Ending Assets.......              $ 20,927.4                $  18,372.4               $  20,927.4                $ 18,372.4
Mortgages:
  Income..............      8.89%   $    106.1        9.13%   $     116.3        8.88%  $     324.4        8.77%   $    346.6
  Investment
    Gains/(Losses)....     (0.66)%        (7.9)      (1.28)%        (16.2)      (1.62)%       (59.2)      (0.60)%       (23.7)
                         ---------- -------------  ---------- -------------   ------------------------------------ -------------
  Total...............      8.23%   $     98.2        7.85%   $     100.1        7.26%  $     265.2        8.17%   $    322.9
  Ending Assets.......              $  4,720.7                $   5,029.2               $   4,720.7                $  5,029.2
Equity Real
  Estate (2):
  Income..............      2.59%   $     20.0        2.01%   $      18.1        2.78%  $      65.0        2.60%   $     71.4
  Investment
    Gains/(Losses)....     (1.37)%       (10.6)       0.46%           4.2       (1.80)%       (42.0)      (0.55)%       (15.0)
                         ---------- ------------- ----------- -------------   ------------------------------------ -------------
  Total...............      1.22%   $      9.4        2.47%   $      22.3        0.98%  $      23.0        2.05%   $     56.4
  Ending Assets.......              $  3,069.4                $   3,526.3               $   3,069.4                $  3,526.3
Other Equity
  Investments:
  Income..............     15.75%   $     26.6        7.82%   $      15.6       14.37%  $      75.6       10.23%   $     62.4
  Investment
    Gains/(Losses)....      0.23%           .4       (0.30)%         (0.6)       0.54%          2.8        0.82%          5.0
                         ---------- ------------- ----------- -------------   ------------------------------------ -------------
  Total...............     15.98%   $     27.0        7.52%   $      15.0       14.91%  $      78.4       11.05%   $     67.4
  Ending Assets.......              $    655.7                $     801.5               $     655.7                $    801.5
Policy Loans:
  Income..............      7.16%   $     70.1        7.00%   $      65.0        6.98%  $     202.5        6.92%   $    190.4
  Ending Assets.......              $  3,946.1                $   3,733.3               $   3,946.1                $  3,733.3
Cash and Short-term
  Investments:
  Income..............     10.65%   $     12.1        7.07%   $      16.4        8.62%  $      43.0        7.79%   $     50.9
  Ending Assets.......              $    379.6                $   1,012.9               $     379.6                $  1,012.9
Total:
  Income..............      7.68%   $    643.6        7.42%   $     600.9        7.62%  $   1,897.4        7.51%   $  1,798.6
  Investment
    Gains/(Losses)....     (0.12)%        (9.9)       0.10%           8.0       (0.22)%       (55.1)       0.08%         19.9
                         ---------- ------------- ----------- -------------   ------------------------------------ -------------
  Total(3)............      7.56%   $    633.7        7.52%   $     608.9        7.40%  $   1,842.3        7.59%   $  1,818.5
  Ending Assets.......              $ 33,698.9                $  32,475.6               $  33,698.9                $ 32,475.6
<FN>
(1) Yields have been  annualized and calculated  based on the quarterly  average
    asset  carrying  values   excluding   unrealized  gains  (losses)  in  fixed
    maturities.  Annualized  yields  are not  necessarily  indicative  of a full
    year's results.

                                       28
<PAGE>

(2) Equity  real  estate  carrying  values are shown net of third party debt and
    minority  interest in real estate of $838.4 million and $919.5 million as of
    September  30, 1996 and 1995,  respectively.  Equity  real estate  income is
    shown net of operating expenses,  depreciation, third party interest expense
    and minority  interest.  Third party interest expense and minority  interest
    totaled $12.9 million,  $14.6  million,  $41.2 million and $44.0 million for
    the three  months and the nine  months  ended  September  30, 1996 and 1995,
    respectively.

(3) Total  yields  are  shown  before  deducting  investment  fees  paid  to the
    Investment  Subsidiaries  (which  include  asset  management,   acquisition,
    disposition,  accounting  and legal fees).  If such fees had been  deducted,
    total  yields  would have been 7.28%,  7.21%,  7.12% and 7.29% for the three
    months and the nine months ended September 30, 1996 and 1995, respectively.
</FN>
</TABLE>

For the nine months ended September 30, 1996, General Account investment results
were up $23.8 million as higher  investment  income on fixed  maturities  offset
increased  losses on mortgages and equity real estate.  On an annualized  basis,
total  investment  yield  decreased  to  7.40%  from  7.59%.  Investment  income
increased by $98.8 million or 5.5%,  resulting in an increase in the  annualized
income  yield to 7.62% from  7.51%.  Excluding  SFAS No. 121  related  permanent
impairment  writedowns  of $149.6  million and releases of valuation  allowances
totaling  $152.4  million  relating to equity real  estate,  additions  to asset
valuation  allowances were $104.7 million and writedowns of fixed maturities and
equity real estate were $29.8  million in the nine months  ended  September  30,
1996  compared to $74.6  million and $40.3  million,  respectively,  in the nine
months ended September 30, 1995.

Total investment  results for fixed  maturities  increased $99.7 million or 8.8%
for the nine  months  ended  September  30, 1996  compared  to the year  earlier
period.  Investment income increased by $110.0 million reflecting a higher asset
base,   primarily  from  reinvesting  nearly  all  available  funds  into  fixed
maturities.  Investment  gains  were $43.3  million  for the nine  months  ended
September  30, 1996 compared to the year earlier  $53.6  million.  Writedowns on
fixed maturities were $26.7 million in the first nine months of 1996 as compared
to $40.3 million in the comparable  period of 1995. Total investment  results on
mortgages  declined by $57.7 million or 17.9% in the nine months ended September
30, 1996 compared to the same period a year ago largely due to lower  investment
income  attributable  to a lower  asset  base  and  higher  additions  to  asset
valuation  allowances.  Equity real estate investment results were $33.4 million
lower  during the nine months  ended  September  30, 1996 than the year  earlier
period  reflecting  lower  investment  income  and  higher  additions  to  asset
valuation allowances and writedowns.

Fixed Maturities.  Fixed maturities  consist of publicly traded debt securities,
privately  placed debt  securities  and small  amounts of  redeemable  preferred
stock, which represented 71.4%, 27.9% and 0.7%,  respectively,  of the amortized
cost of this asset category at September 30, 1996.
<TABLE>
<CAPTION>
                       Fixed Maturities By Credit Quality
                              (Dollars In Millions)

                                           September 30, 1996                    December 31, 1995
              Rating Agency       -----------------------------------  --------------------------------------
 NAIC          Equivalent          Amortized       % of     Estimated     Amortized      % of     Estimated
Rating         Designation            Cost        Total    Fair Value        Cost        Total   Fair Value
- ------ ------------------------   -------------   ------  -----------    -------------  ------- -------------
 <S>   <C>                        <C>             <C>     <C>            <C>            <C>     <C>        
 1-2   Aaa/Aa/A and Baa........   $  18,221.9(1)   87.1%  $  18,271.9    $ 16,536.0(1)  86.4%   $  17,423.9
 3-6   Ba and lower............       2,555.5(2)   12.2       2,628.6       2,483.4(2)  13.0        2,448.3
                                  ------------    ------  ------------   -----------   -------  ------------ 

Subtotal........................     20,777.4      99.3      20,900.5      19,019.4     99.4       19,872.2
Redeemable preferred stock
  and other.....................        150.0       0.7         146.1         130.5      0.6          126.5
                                  ------------    ------  ------------   -----------   ------   ------------ 
Total...........................  $  20,927.4     100.0%  $  21,046.6    $ 19,149.9    100.0%   $  19,998.7
                                  ============    ======  ============   ===========   ======   ============ 
<FN>
(1)  Includes  Class B Notes with an amortized  cost of $89.6 million and $100.0 
     million at September 30, 1996 and December 31, 1995, respectively, eliminated
     in consolidation.

(2)  Includes Class B Notes with an amortized cost of $100.0 million, eliminated in consolidation.
</FN>
</TABLE>

                                       29
<PAGE>

At September  30, 1996,  the Company held  collateralized  mortgage  obligations
("CMOs") with an amortized  cost of $2.48  billion,  including  $2.35 billion in
publicly traded CMOs. About 63.4% of the public CMO holdings were collateralized
by GNMA,  FNMA and  FHLMC  securities.  Approximately  41.6% of the  public  CMO
holdings  were in planned  amortization  class ("PAC")  bonds.  At September 30,
1996,  interest only ("IO") strips  amounted to $6.1 million at amortized  cost.
There  were no  holdings  of  principal  only  ("PO")  strips at that  date.  In
addition,  at  September  30, 1996,  the Company held $2.39  billion of mortgage
pass-through  securities  (GNMA,  FNMA or FHLMC securities) and also held $486.5
million of Aa or higher rated public asset backed  securities,  primarily backed
by home equity and credit card receivables.
<TABLE>
<CAPTION>
                                Fixed Maturities
                 Problems, Potential Problems and Restructureds
                                 Amortized Cost
                                  (In Millions)

                                                      September 30,     December 31,
                                                          1996             1995
                                                     --------------    -------------
<S>                                                    <C>             <C>        
FIXED MATURITIES ...............................       $  20,927.4     $  19,149.9
Problem fixed maturities .......................              56.6            70.8
Potential problem fixed maturities .............               0.5            43.4
Restructured fixed maturities(1) ...............               3.5             7.6
<FN>
(1) Excludes restructured fixed maturities of $4.2 million and $3.5 million that
    are  shown as  problems  at  September  30,  1996  and  December  31,  1995,
    respectively,  and excludes  $0.0  million and $9.2 million of  restructured
    fixed maturities that are shown as potential  problems at September 30, 1996
    and December 31, 1995, respectively.
</FN>
</TABLE>

The amount of potential  problem fixed  maturities  decreased $42.9 million from
December 31, 1995 to September 30, 1996 primarily due to asset sales.

Mortgages. Mortgages consist of commercial,  agricultural and residential loans.
At September 30, 1996,  commercial mortgages totaled $3.07 billion (63.3% of the
amortized cost of the category),  agricultural  loans were $1.74 billion (35.8%)
and residential loans were $43.6 million (0.9%).


                                       30
<PAGE>

<TABLE>
<CAPTION>
                                    Mortgages
                 Problems, Potential Problems and Restructureds
                                 Amortized Cost
                              (Dollars In Millions)

                                                                  September 30,   December 31,
                                                                      1996           1995
                                                                  -------------  -------------
<S>                                                                <C>           <C>       
COMMERCIAL MORTGAGES ...........................................   $  3,066.9    $  3,413.7
Problem commercial mortgages ...................................         76.1          41.3
Potential problem commercial mortgages .........................        388.4         194.7
Restructured commercial mortgages(1) ...........................        346.6         522.2

VALUATION ALLOWANCES ...........................................   $    116.4    $     79.9
  As a percent of commercial mortgages .........................          3.8%          2.3%
  As a percent of problem commercial mortgages .................        153.0%        193.5%
  As a percent of problem and potential problem commercial
    mortgages ..................................................         25.1%         33.9%
  As a percent of problem, potential problem and restructured
    commercial mortgages .......................................         14.4%         10.5%

AGRICULTURAL MORTGAGES .........................................   $  1,736.9    $  1,624.1
Problem agricultural mortgages .................................         87.0          82.9
Restructured agricultural mortgages ............................          2.0           2.0

VALUATION ALLOWANCES ...........................................   $      9.0    $      4.0
<FN>
(1) Excludes  restructured  commercial  mortgages  of $11.2  million  and  $12.6
    million  that are shown as problems at  September  30, 1996 and December 31,
    1995,  respectively,  and  excludes  $229.2  million  and $148.3  million of
    restructured  commercial  mortgages that are shown as potential  problems at
    September 30, 1996 and December 31, 1995, respectively.
</FN>
</TABLE>

Problem commercial  mortgages  increased by $34.8 million from December 31, 1995
to September 30, 1996 primarily  attributed to previously  identified  potential
problem loans which became  delinquent.  Potential  problem  loans  increased as
mortgages previously  classified as restructured or unclassified were identified
as potential problem loans. During the nine months ended September 30, 1996, the
amortized cost of foreclosed  commercial  mortgages totaled $0.8 million with no
reduction in amortized cost required at the time of foreclosure.

The original  weighted average coupon rate on the $346.6 million of restructured
mortgages  was  9.3%.  As a result  of these  restructurings,  the  restructured
weighted average coupon rate was 8.4% and the restructured weighted average cash
payment  rate  was  8.1%.  The  foregone  interest  on  restructured  commercial
mortgages (including  restructured  commercial mortgages presented as problem or
potential problem commercial  mortgages) for the nine months ended September 30,
1996 was $4.9 million.


                                       31
<PAGE>

The following  table shows the  distribution  of problem and  potential  problem
commercial mortgages by property type and by state.
<TABLE>
<CAPTION>
                                                             September 30, 1996
                                                         --------------------------
                                                            (Dollars In Millions)

                                                          Amortized          % of
                                                             Cost            Total
                                                          ----------       --------
<S>                                                         <C>             <C>  
Problem Commercial Mortgages
Property Type:
Retail .............................................        $   46.2         60.7%
Industrial .........................................            18.7         24.6
Hotel ..............................................             9.5         12.5
Apartment ..........................................             1.7          2.2
                                                            --------       -------
Total ..............................................        $   76.1        100.0%
                                                            ========       =======
State:
Massachusetts ......................................        $   26.7         35.1%
Puerto Rico ........................................            19.8         26.0
Pennsylvania .......................................            13.7         18.0
California .........................................             9.5         12.5
Mississippi ........................................             4.1          5.4
Other (no state larger than 5.0%) ..................             2.3          3.0
                                                            --------       -------
Total ..............................................        $   76.1        100.0%
                                                            ========       =======
Potential Problem Commercial Mortgages
Property Type:
Retail .............................................        $  166.8         42.9%
Hotel ..............................................           134.1         34.5
Office .............................................            78.9         20.3
Industrial .........................................             8.6          2.3
                                                            --------       -------
Total ..............................................        $  388.4        100.0%
                                                            ========       =======
State:
Illinois ...........................................        $  109.8         28.3%
New York ...........................................           102.5         26.4
Pennsylvania .......................................            60.1         15.5
Virginia ...........................................            56.3         14.5
Texas ..............................................            23.9          6.2
Other (no state larger than 5.0%) ..................            35.8          9.1
                                                            --------       -------
Total ..............................................        $  388.4        100.0%
                                                            ========       =======
</TABLE>

At September 30, 1996,  management  identified  impaired  loans as defined under
SFAS No. 114 with a carrying value of $562.6  million.  The provision for losses
for these  impaired  mortgage  loans was $111.0  million at September  30, 1996.
Income earned on these loans in the first nine months of 1996 was $39.5 million,
including cash received of $34.1 million.

For the nine months ended September 30, 1996,  scheduled principal  amortization
payments and prepayments on commercial mortgage loans received aggregated $226.1
million.  In addition,  during the first nine months of 1996,  $199.6 million of
commercial  mortgage loan  maturity  payments  were  scheduled,  of which $114.0
million  were paid as due. Of the amount not paid,  $43.9  million  were granted
short term extensions of up to nine months,  $23.9 million were delinquent or in
default for  non-payment  of principal  and $17.8  million  were  extended for a
weighted average of 7.0 years at a weighted average interest rate of 7.6%. There
were no foreclosures of maturing loans.


                                       32
<PAGE>

Equity Real Estate.  As of September 30, 1996,  on the basis of amortized  cost,
the equity real estate  category  included $3.00 billion (or 75.4%)  acquired as
investment real estate and $976.7 million (or 24.6%) acquired through or in lieu
of foreclosure (including in-substance foreclosures).

Real estate properties with amortized costs of $294.6 million and $283.3 million
were sold  during the first nine months of 1996 and 1995,  respectively.  In the
first nine  months of 1996 and 1995,  respectively,  losses of $0.2  million and
$20.8 million were recognized on equity real estate which was sold.

As of January 1, 1996, the Company  adopted SFAS No. 121. At September 30, 1996,
allowances  totaling  $65.6  million  were  held  on  properties  identified  as
available for sale with an amortized cost of $411.4 million.

At September 30, 1996, the vacancy rate for the Company's office  properties was
13.9%  in  total,  with a  vacancy  rate  of 9.9%  for  properties  acquired  as
investment real estate and 24.3% for properties  acquired  through  foreclosure.
The national  commercial  office vacancy rate was 13.1% (as of June 30, 1996) as
measured by CB Commercial.

LIQUIDITY AND CAPITAL RESOURCES

Equitable  Life has a  commercial  paper  program  with an issue  limit of up to
$500.0 million.  This program is available for general corporate purposes and is
supported by Equitable  Life's  existing  $350.0  million bank credit  facility,
which expires in September  2000.  Equitable Life uses this program from time to
time in its liquidity  management.  At September 30, 1996, there were no amounts
outstanding  under either the commercial  paper program or the revolving  credit
facility.

During  the third  quarter  of 1996,  DLJ  completed  an  offering  from a shelf
registration of $200.0 million of 8.42% mandatorily  redeemable preferred stock,
redeemable in whole or in part, at DLJ's option, on or after August 31, 2001.

In October 1996,  DLJ  exercised its option to exchange all 2.25 million  shares
outstanding  of its $8.83  cumulative  preferred  stock for  $225.0  million  in
aggregate principal amount of 9.58% subordinated  exchange notes due October 15,
2003.  The notes are  redeemable in whole or in part,  at DLJ's  option,  at any
time.  Equitable  Life held $20.0  million of DLJ's $8.83  cumulative  preferred
stock at September 30, 1996.

Consolidated Cash Flows

The net cash provided by operating  activities  was $447.0  million for the nine
months ended  September 30, 1996 compared to $717.1  million for the nine months
ended September 30, 1995.

Net cash used by  investing  activities  was $314.3  million for the nine months
ended  September  30,  1996  as  compared  to net  cash  provided  by  investing
activities of $596.5  million for the same period in 1995.  In 1996,  investment
purchases exceeded sales, maturities,  repayments and return of capital by $1.04
billion.  The  discontinued  GIC  Segment  repaid  $827.0  million of loans from
continuing  operations  during the first nine months of 1996.  Cash  provided by
investing  activities  during  the  first  nine  months  of 1995  primarily  was
attributable  to the $1.16  billion  decrease in loans to the  discontinued  GIC
Segment resulting from repayments in January 1995. Investment purchases exceeded
sales,  maturities and repayments by  approximately  $382.2  million,  partially
offsetting the effect of the GIC repayment.

Net cash used by  financing  activities  was $379.2  million for the nine months
ended  September  30, 1996 as compared to $1.03 billion in the first nine months
of 1995.  In the first  nine  months of 1996,  withdrawals  from  policyholders'
account balances  exceeded  deposits by $437.3 million partially offset by a net
increase of $195.3  million in short-term  financing,  principally  at Equitable
Life. Net cash used by financing activities during the first nine months of 1995
primarily  resulted  from the $1.22  billion  decrease  in the amount due to the
discontinued  GIC Segment as a result of  continuing  operations'  $1.22 billion
cash  settlement  at the  beginning  of the year of its  obligation  to fund the
discontinued GIC Segment's accumulated deficit.  Partially offsetting the effect
of this  repayment  was the $272.5  million  increase in  short-term  financings
during the nine months ended September 30, 1995.

The operating,  investing and financing activities described above resulted in a
decrease  in cash and cash  equivalents  during the first nine months of 1996 of
$246.5 million to $528.2 million.
                                       33
<PAGE>

PART II        OTHER INFORMATION

Item 1.        Legal Proceedings

None,  except (i) as previously  reported in the Registrant's  Form 10-K for the
year  ended  December  31,  1995  and  (ii)  as  set  forth  in  Note  10 to the
Registrant's  Unaudited Consolidated Financial Statements in Part I of this Form
10-Q for the quarter ended September 30, 1996.


Item 6.        Exhibits and Reports on Form 8-K.

                (a) Exhibits

                    Exhibit 27 - Financial Data Schedule

                (b) Reports on Form 8-K

                    None


                                       34
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        The Equitable Life Assurance Society
                                                of the United States
                                -----------------------------------------------
                                                    (Registrant)




Date:     November 11, 1996                     /s/ Stanley B. Tulin
         --------------------   -----------------------------------------------
                                         Senior Executive Vice President and
                                               Chief Financial Officer




Date:     November 11, 1996                  /s/ Alvin H. Fenichel
         --------------------   -----------------------------------------------
                                       Senior Vice President and Controller



                                       35


<TABLE> <S> <C>

<ARTICLE>                                       7
<MULTIPLIER>                                                1,000
                                                 
<S>                                             <C>
<PERIOD-TYPE>                                   9-MOS
<FISCAL-YEAR-END>                               DEC-31-1996
<PERIOD-START>                                  JAN-01-1996
<PERIOD-END>                                    SEP-30-1996
<DEBT-HELD-FOR-SALE>                                   17,117,500
<DEBT-CARRYING-VALUE>                                           0
<DEBT-MARKET-VALUE>                                             0
<EQUITIES>                                                561,400
<MORTGAGE>                                              3,298,500
<REAL-ESTATE>                                           3,705,000
<TOTAL-INVEST>                                         27,894,900
<CASH>                                                    528,200
<RECOVER-REINSURE>                                              0
<DEFERRED-ACQUISITION>                                  3,279,300
<TOTAL-ASSETS>                                         72,280,500
<POLICY-LOSSES>                                                 0
<UNEARNED-PREMIUMS>                                             0
<POLICY-OTHER>                                          4,155,900
<POLICY-HOLDER-FUNDS>                                  21,795,300
<NOTES-PAYABLE>                                         2,029,900
                                           0
                                                     0
<COMMON>                                                    2,500
<OTHER-SE>                                              3,960,800
<TOTAL-LIABILITY-AND-EQUITY>                           72,280,500
                                              1,090,600
<INVESTMENT-INCOME>                                     1,605,900
<INVESTMENT-GAINS>                                        (21,500)
<OTHER-INCOME>                                            860,600
<BENEFITS>                                                795,600
<UNDERWRITING-AMORTIZATION>                               192,600
<UNDERWRITING-OTHER>                                    1,186,400
<INCOME-PRETAX>                                           412,200
<INCOME-TAX>                                               92,200
<INCOME-CONTINUING>                                       260,500
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                 (23,100)
<NET-INCOME>                                              237,400
<EPS-PRIMARY>                                                   0
<EPS-DILUTED>                                                   0
<RESERVE-OPEN>                                                  0
<PROVISION-CURRENT>                                             0
<PROVISION-PRIOR>                                               0
<PAYMENTS-CURRENT>                                              0
<PAYMENTS-PRIOR>                                                0
<RESERVE-CLOSE>                                                 0
<CUMULATIVE-DEFICIENCY>                                         0
                                                 

</TABLE>


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