EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/
10-Q, 1996-08-13
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 June 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 August 9, 1996
- --------------------------------------------------------------------------------

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










                                                                   Page 1 of 34

<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                    FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 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 June 30, 1996 and December 31, 1995..      3
                Consolidated Statements of Earnings for the Three Months and Six
                  Months Ended June 30, 1996 and 1995..................................      4
                Consolidated Statements of Shareholder's Equity for the Six Months
                  Months June 30, 1996 and 1995........................................      5
                Consolidated Statements of Cash Flows for the Six Months Ended
                  June 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.....................................................     15

PART II      OTHER INFORMATION

Item 1:      Legal Proceedings.........................................................     33

Item 6:      Exhibits and Reports on Form 8-K..........................................     33

SIGNATURES.............................................................................     34
</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>
                                                                   June 30,    December 31,
                                                                     1996        1995
                                                                ------------  -------------
                                                                         (In Millions)

<S>                                                              <C>          <C>        
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value ..............   $  16,463.8  $  15,899.9
  Mortgage loans on real estate ..............................       3,425.9      3,638.3
  Equity real estate .........................................       3,730.0      3,916.2
  Policy loans ...............................................       2,107.0      1,976.4
  Investment in and loans to affiliates ......................         682.4        636.6
  Other equity investments ...................................         593.7        621.1
  Other invested assets ......................................         330.8        706.1
                                                                 -----------  -----------
      Total investments ......................................      27,333.6     27,394.6
Cash and cash equivalents ....................................         642.6        774.7
Deferred policy acquisition costs ............................       3,279.9      3,083.3
Amounts due from discontinued GIC Segment ....................       1,604.6      2,097.1
Other assets .................................................       2,524.1      2,713.1
Closed Block assets ..........................................       8,321.0      8,612.8
Separate Accounts assets .....................................      27,204.3     24,566.6
                                                                 -----------  -----------

Total Assets .................................................   $  70,910.1  $  69,242.2
                                                                 ===========  ===========

LIABILITIES
Policyholders' account balances ..............................   $  21,760.9  $  21,911.2
Future policy benefits and other policyholders' liabilities ..       4,098.1      4,013.2
Short-term and long-term debt ................................       2,031.6      1,899.3
Other liabilities ............................................       2,874.2      3,379.5
Closed Block liabilities .....................................       9,183.4      9,507.2
Separate Accounts liabilities ................................      27,135.7     24,531.0
                                                                 -----------  -----------
      Total liabilities ......................................      67,083.9     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 ............................................         933.2        781.6
Net unrealized investment gains ..............................          12.0        338.2
Minimum pension liability ....................................         (35.1)       (35.1)
                                                                 -----------  -----------
      Total shareholder's equity .............................       3,826.2      4,000.8
                                                                 -----------  -----------

Total Liabilities and Shareholder's Equity ...................   $  70,910.1  $  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    Six Months Ended
                                                           June 30,             June 30,
                                                   ---------------------- --------------------
                                                      1996       1995        1996      1995
                                                   ----------- ---------- ---------- ---------
                                                                  (In Millions)

<S>                                                 <C>         <C>       <C>        <C>      
REVENUES
Universal life and investment-type
  product policy fee income .....................   $    217.8  $   191.8 $   430.7  $   384.3
Premiums ........................................        152.4      164.1     293.4      312.5
Net investment income ...........................        535.3      523.4   1,071.6    1,034.2
Investment (losses) gains, net ..................        (17.2)      31.8     (16.0)      18.9
Commissions, fees and other income ..............        278.1      215.0     524.3      418.2
Contribution from the Closed Block ..............         23.4       28.7      50.1       57.2
                                                    ----------   --------  --------  ---------
      Total revenues ............................      1,189.8    1,154.8   2,354.1    2,225.3
                                                    ----------   --------  --------  ---------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account
  balances ......................................        312.6      310.8     633.0      606.5
Policyholders' benefits .........................        274.0      274.0     527.2      520.4
Other operating costs and expenses ..............        475.8      423.4     921.8      860.6
                                                    ----------   --------  --------  ---------
      Total benefits and other deductions .......      1,062.4    1,008.2   2,082.0    1,987.5
                                                    ----------   --------  --------  ---------

Earnings before Federal income taxes,
  minority interest and cumulative effect of
  accounting change .............................        127.4      146.6     272.1      237.8
Federal income taxes ............................         24.2       37.4      58.5       56.0
Minority interest in net income of consolidated
  subsidiaries ..................................         20.0       14.9      38.9       28.5
                                                    ----------   --------  --------  ---------
Earnings before cumulative effect of
  accounting change .............................         83.2       94.3     174.7      153.3
Cumulative effect of accounting change,
  net of Federal income taxes ...................         --         --       (23.1)      --
                                                    ----------   --------  --------  ---------

Net Earnings ....................................   $     83.2  $    94.3  $  151.6  $   153.3
                                                    ==========  =========  ========  =========
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                       4
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                     SIX MONTHS ENDED JUNE 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 ........................................................        151.6       153.3
                                                                        ----------  ----------
Retained earnings, end of period ....................................        933.2       637.3
                                                                        ----------  ----------

Net unrealized investment gains (losses), beginning of year .........        338.2      (203.0)
Change in unrealized investment (losses) gains ......................       (326.2)      259.2
                                                                        ----------  ----------
Net unrealized investment gains, end of period ......................         12.0        56.2
                                                                        ----------  ----------

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

Total Shareholder's Equity, End of Period ...........................   $  3,826.2  $  3,606.9
                                                                        ==========  ==========
</TABLE>


                 See Notes to Consolidated Financial Statements.


                                       5
<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                              1996        1995
                                                                          -----------  -----------
                                                                                (In Millions)

<S>                                                                        <C>         <C>       
Net earnings ...........................................................   $    151.6  $    153.3
  Adjustments to reconcile net earnings to net cash provided by
    operating activities:
    Interest credited to policyholders' account balances ...............        633.0       606.5
    General Account policy charges .....................................       (430.7)     (384.3)
    Investment losses (gains) ..........................................         16.0       (18.9)
    Change in Federal income taxes payable .............................       (127.0)       94.1
    Changes in Closed Block assets and liabilities, net ................        (32.0)      (35.2)
    Other, net .........................................................       (132.2)       (6.9)
                                                                           ----------  ----------

Net cash provided by operating activities ..............................         78.7       408.6
                                                                           ----------  ----------

Cash flows from investing activities:
  Maturities and repayments ............................................      1,204.0       871.0
  Sales ................................................................      5,033.6     3,725.7
  Return of capital from joint ventures and limited partnerships .......         48.5        20.9
  Purchases ............................................................     (7,056.4)   (5,053.0)
  Decrease in loans to discontinued GIC Segment ........................        492.5     1,155.4
  Other, net ...........................................................        348.1      (116.6)
                                                                           ----------  ----------

Net cash provided by investing activities ..............................         70.3       603.4
                                                                           ----------  ----------

Cash flows from financing activities:
 Policyholders' account balances:
    Deposits ...........................................................        913.9     1,541.5
    Withdrawals ........................................................     (1,265.8)   (1,481.5)
  Net increase in short-term financings ................................        174.1       207.3
  Additions to long-term debt ..........................................           .1      --
  Repayments of long-term debt .........................................        (71.3)       (5.2)
  Payment of obligation to fund accumulated deficit of discontinued
    GIC Segment ........................................................       --        (1,215.4)
  Other, net ...........................................................        (32.1)      (21.3)
                                                                           ----------  ----------

Net cash used by financing activities ..................................       (281.1)     (974.6)
                                                                           ----------  ----------

Change in cash and cash equivalents ....................................       (132.1)       37.4
Cash and cash equivalents, beginning of year ...........................        774.7       693.6
                                                                           ----------  ----------

Cash and Cash Equivalents, End of Period ...............................   $    642.6  $    731.0
                                                                           ==========  ==========

Supplemental cash flow information
  Interest Paid ........................................................   $     28.1  $     38.2
                                                                           ==========  ==========
  Income Taxes Paid ....................................................   $      7.3  $   --
                                                                           ==========  ==========
</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.  Such 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 six months ended June 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.  Effective with SFAS No. 121's adoption, impaired real
      estate is  written  down to fair  value  with the  impairment  loss  being
      included in Investment  gains/losses,  net. Before  implementing  SFAS No.
      121, valuation allowances on real estate held for the production of income
      were computed using the forecasted cash flows of the respective properties
      discounted at a rate equal to the Company's cost of funds. The adoption of
      the statement resulted in the release of existing 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>
                                                              Six Months Ended
                                                                  June 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 ............................         73.9        47.2
Deductions for writedowns and asset dispositions .......        (82.7)      (36.3)
                                                             --------    --------
Balances, End of Period ................................     $  164.1    $  295.8
                                                             ========    ========

Balances, end of period:
Mortgage loans on real estate ..........................     $  102.1    $   55.8
Equity real estate .....................................         62.0       240.0
                                                             --------    --------
Total ..................................................     $  164.1    $  295.8
                                                             ========    ========
</TABLE>

      For the  three  months  and six  months  ended  June 30,  1996  and  1995,
      investment  income is shown net of investment  expenses of $88.0  million,
      $182.2 million, $119.4 million and $228.1 million, respectively.

      As of June 30, 1996 and December 31, 1995, fixed maturities  classified as
      available for sale had amortized costs of $16,459.6  million and $15,284.0
      million, respectively. Other equity investments included equity securities
      with  carrying  values of $126.5  million and $128.4  million and costs of
      $96.7 million and $97.3 million as of June 30, 1996 and December 31, 1995,
      respectively.

      For the six months  ended June 30,  1996 and 1995,  proceeds  received  on
      sales of fixed  maturities  classified  as available  for sale amounted to
      $4,936.3 million and $3,607.6 million, respectively.  Gross gains of $68.5
      million  and $96.2  million  and gross  losses of $44.9  million and $41.1
      million  were  realized on these  sales for the six months  ended June 30,
      1996 and 1995,  respectively.  The decrease in unrealized investment gains
      related to fixed  maturities  classified as available for sale for the six
      months ended June 30, 1996 amounted to $611.7 million.

      During the six months ended June 30, 1995, one security classified as held
      to maturity was sold and nine  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 $71.0 million with gross
      unrealized investment losses of $5.3 million transferred to equity for the
      six months ended June 30, 1995.

      Impaired  mortgage  loans  along  with the  related  provision  for losses
      follows:
<TABLE>
<CAPTION>
                                                              June 30,   December 31,
                                                                1996       1995
                                                             ----------  ------------
                                                                  (In Millions)

<S>                                                            <C>        <C>     
Impaired mortgage loans with provision for losses ........     $  458.1   $  310.1
Impaired mortgage loans with no provision for losses .....        164.2      160.8
                                                               --------   --------
Recorded investment in impaired mortgage loans ...........        622.3      470.9
Provision for losses .....................................         99.8       62.7
                                                               --------   --------
Net Impaired Mortgage Loans ..............................     $  522.5   $  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 six  months  ended June 30,  1996 and 1995,  respectively,  the
      Company's  average  recorded  investment  in impaired  mortgage  loans was
      $541.2 million and $317.1  million.  Interest  income  recognized on these
      impaired  mortgage  loans  totaled $20.8 million and $10.1 million for the
      six months  ended June 30,  1996 and 1995,  respectively,  including  $7.3
      million and $7.6 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 June 30, 1996, the
      Company's ownership of Alliance Units was approximately 57.5%.

 6)   BUSINESS SEGMENT INFORMATION
<TABLE>
<CAPTION>
                                        Three Months Ended        Six Months Ended
                                             June 30,                 June 30,
                                     ------------------------  -----------------------
                                         1996         1995        1996        1995
                                     -----------   ----------  ----------  -----------
                                                        (In Millions)

<S>                                    <C>         <C>         <C>         <C>       
Revenues
Individual insurance and annuities .   $    835.9  $    848.5  $  1,655.2  $  1,643.1
Group pension ......................         65.9        74.9       128.6       132.3
Attributed insurance capital .......         13.0        14.0        31.3        28.6
                                       ----------  ----------  ----------  ----------
  Insurance operations .............        914.8       937.4     1,815.1     1,804.0
Investment services ................        280.9       225.5       551.3       437.4
Consolidation/elimination ..........         (5.9)       (8.1)      (12.3)      (16.1)
                                       ----------  ----------  ----------  ----------
Total ..............................   $  1,189.8  $  1,154.8  $  2,354.1  $  2,225.3
                                       ==========  ==========  ==========  ==========
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
                                            Three Months Ended       Six Months Ended
                                                 June 30,               June 30,
                                           ---------------------  -------------------
                                             1996       1995       1996         1995
                                           ---------- ---------- --------- ----------
                                                         (In Millions)

<S>                                          <C>       <C>       <C>       <C>     
Earnings (Loss) Before Federal
  Income Taxes, Minority Interest
  and Cumulative Effect
  of Accounting Change
Individual insurance and annuities .......   $   69.5  $   92.7  $  153.5  $  151.6
Group pension ............................       (8.6)      (.1)    (20.3)    (11.8)
Attributed insurance capital .............        6.6       5.7      13.8      12.6
                                             --------  --------  --------  --------
  Insurance operations ...................       67.5      98.3     147.0     152.4
Investment services ......................       76.4      55.0     158.0      98.0
                                             --------  --------  --------  --------
  Subtotal ...............................      143.9     153.3     305.0     250.4
Corporate interest expense ...............      (16.5)     (6.7)    (32.9)    (12.6)
                                             --------  --------  --------  --------
Total ....................................   $  127.4  $  146.6  $  272.1  $  237.8
                                             ========  ========  ========  ========
</TABLE>

<TABLE>
<CAPTION>
                                                      June 30,      December 31,
                                                        1996            1995
                                                    ------------    -------------
                                                             (In Millions)

<S>                                                  <C>              <C>        
Assets
Individual insurance and annuities ...........       $  52,443.7      $  50,328.8
Group pension ................................           3,653.3          4,033.3
Attributed insurance capital .................           1,979.3          2,391.6
                                                     -----------      -----------
  Insurance operations .......................          58,076.3         56,753.7
Investment services ..........................          13,218.6         12,842.9
Consolidation/elimination ....................            (384.8)          (354.4)
                                                     -----------      -----------
Total ........................................       $  70,910.1      $  69,242.2
                                                     ===========      ===========
</TABLE>

 7)   DISCONTINUED OPERATIONS

      Summarized financial information of the discontinued GIC Segment follows:
<TABLE>
<CAPTION>
                                                         June 30,       December 31,
                                                           1996            1995
                                                        -----------    -------------
                                                               (In Millions)

<S>                                                      <C>            <C>       
Assets
Mortgage loans on real estate ....................       $  1,338.2     $  1,485.8
Equity real estate ...............................          1,087.3        1,122.1
Cash and other invested assets ...................            657.2          665.2
Other assets .....................................            193.6          579.3
                                                         ----------     ----------
Total Assets .....................................       $  3,276.3     $  3,852.4
                                                         ==========     ==========

Liabilities
Policyholders' liabilities .......................       $  1,386.7     $  1,399.8
Allowance for future losses ......................            135.5          164.2
Amounts due to continuing operations .............          1,604.6        2,097.1
Other liabilities ................................            149.5          191.3
                                                         ----------     ----------
Total Liabilities ................................       $  3,276.3     $  3,852.4
                                                         ==========     ==========
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>
                                            Three Months Ended    Six Months Ended
                                                  June 30,           June 30,
                                            ------------------  --------------------
                                              1996     1995       1996      1995
                                            -------- ---------  --------- ----------
                                                           (In Millions)

<S>                                          <C>      <C>      <C>       <C>     
Revenues
Investment income (net of investment
  expenses of $33.6, $40.7, $64.3
  and $77.4) .............................   $  59.7  $  71.5  $  132.2  $  149.5
Investment losses, net ...................      (6.6)    (5.7)    (17.6)    (18.9)
Policy fees, premiums and other
  income, net ............................      --         .4        .1        .5
                                             -------- -------- --------- ---------

Total revenues ...........................      53.1     66.2     114.7     131.1
Benefits and Other Deductions ............      67.3     92.8     139.3     177.3
                                             -------- -------- --------- ---------
Losses Charged to Allowance
  for Future Losses ......................   $ (14.2) $ (26.6) $  (24.6) $  (46.2)
                                             ======== ======== ========= =========
</TABLE>

      Investment  valuation  allowances  amounted  to $19.4  million on mortgage
      loans and $15.9  million on equity real estate for an  aggregate  of $35.3
      million at June 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 $33.9 million, $71.5 million, $38.6
      million and $77.3 million of interest  expense related to amounts borrowed
      from continuing  operations for the three months and six months ended June
      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>
                                                                     June 30,   December 31,
                                                                       1996        1995
                                                                   ------------ ------------
                                                                           (In Millions)

<S>                                                                  <C>        <C>  
Assets
Fixed maturities:
  Available for sale, at estimated fair value (amortized cost of
    $3,640.5 and $3,662.8) .......................................   $  3,640.3 $  3,896.2
Mortgage loans on real estate ....................................      1,402.1    1,368.8
Policy loans .....................................................      1,784.1    1,797.2
Cash and other invested assets ...................................        404.0      440.9
Deferred policy acquisition costs ................................        794.5      823.6
Other assets .....................................................        296.0      286.1
                                                                     ---------- ----------
Total Assets .....................................................   $  8,321.0 $  8,612.8
                                                                     ========== ==========

Liabilities
Future policy benefits and other policyholders' account balances .   $  9,125.1 $  9,346.7
Other liabilities ................................................         58.3      160.5
                                                                     ---------- ----------
Total Liabilities ................................................   $  9,183.4 $  9,507.2
                                                                     ========== ==========
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                          Three Months Ended     Six Months Ended
                                               June 30,             June 30,
                                          -------------------  -------------------
                                            1996       1995        1996     1995
                                          --------- ---------  --------  ---------
                                                      (In Millions)

<S>                                        <C>       <C>       <C>       <C>     
Revenues
Premiums and other income ................ $  182.9  $  191.4  $  367.8  $  382.5
Investment income (net of investment
  expenses of $7.2, $6.8, $14.1 and
  $13.7) .................................    131.4     135.7     268.2     267.4
Investment losses, net ...................     (4.4)     (2.8)     (8.6)     (6.9)
                                           --------  --------  --------  --------
Total revenues ...........................    309.9     324.3     627.4     643.0
                                           --------  --------  --------  --------

Benefits and Other Deductions
Policyholders' benefits and dividends ....    269.4     278.7     543.3     553.3
Other operating costs and expenses .......     17.1      16.9      34.0      32.5
                                           --------  --------  --------  --------
Total benefits and other deductions ......    286.5     295.6     577.3     585.8
                                           --------  --------  --------  --------

Contribution from the Closed Block ....... $   23.4  $   28.7  $   50.1  $   57.2
                                           ========  ========  ========  ========
</TABLE>

      Investment  valuation  allowances  amounted  to $31.4  million  and  $18.4
      million on mortgage loans and $2.7 million and $4.3 million on equity real
      estate for an  aggregate  of $34.1  million and $22.7  million at June 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 June 30, 1996, liabilities associated with 1994 and 1995 cost reduction
      programs totaled $32.2 million.  During the six months ended June 30, 1996
      and 1995, the Company  restructured  certain operations in connection with
      cost  reduction  programs  and  incurred  costs of $1.7  million  and $6.4
      million,   respectively,   primarily  associated  with  severance  related
      benefits.  Amounts  paid  during  the six months  ended June 30,  1996 and
      charged  against  the  liabilities  for the 1994 and 1995  cost  reduction
      programs totaled $7.3 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 addition,
      plaintiffs have sought leave of the court to supplement their complaint to
      add claims based upon alleged unfair rate discrimination.

                                       12
<PAGE>

      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.
      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 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.

      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 will not be heard until September 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
      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.  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.

      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

                                       13
<PAGE>

      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.

      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.

                                       14
<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 six months ended June 30, 1996 and 1995
combined with the results of operations  outside of the Closed Block. See Closed
Block  results  as  combined  herein  on page 17.  Management's  discussion  and
analysis addresses the combined results of operations unless noted otherwise.
<TABLE>
<CAPTION>
                                              Three Months Ended     Six Months Ended
                                                   June 30,             June 30,
                                             ---------------------  ------------------
                                                 1996       1995     1996      1995
                                             ----------  --------- --------- ----------
                                                             (In Millions)

<S>                                          <C>         <C>       <C>       <C>       
Combined Results of Operations

Policy fee income and premiums ...........   $    552.8  $   546.0 $ 1,091.4 $  1,077.6
Net investment income ....................        666.7      659.1   1,339.8    1,301.6
Investment (losses) gains, net ...........        (21.6)      29.0     (24.6)      12.0
Commissions, fees and other income .......        278.4      216.3     524.8      419.9
                                             ----------- --------- --------- ----------
  Total revenues .........................      1,476.3    1,450.4   2,931.4    2,811.1

Total benefits and other deductions ......      1,348.9    1,303.8   2,659.3    2,573.3
                                             ----------- --------- --------- ----------
Earnings before Federal income taxes,
  minority interest and cumulative
  effect of accounting change ............        127.4      146.6     272.1      237.8
Federal income taxes .....................         24.2       37.4      58.5       56.0
Minority interest in net income of
  consolidated subsidiaries ..............         20.0       14.9      38.9       28.5
                                             ----------- --------- --------- ----------

Earnings before Cumulative Effect
  of Accounting Change ...................   $     83.2  $    94.3 $   174.7 $    153.3
                                             ==========  ========= ========= ==========
</TABLE>

Continuing Operations

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

The $120.3  million  increase in revenues for the six months ended June 30, 1996
compared  to the  corresponding  period in 1995 was  attributed  primarily  to a
$104.9 million increase in commissions, fees and other income principally due to
increased  business activity within the Investment  Services segment and a $13.8
million increase in policy fee income and premiums.


                                       15
<PAGE>

Net investment  income increased $38.2 million for the six months ended June 30,
1996  principally  due to an  increase  of  $39.9  million  for  the  Individual
Insurance and Annuities segment. The Individual Insurance and Annuities increase
was due to higher overall yields on a larger investment asset base.

There were investment  losses of $24.6 million for the six months ended June 30,
1996 as compared to gains of $12.0 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 $45.2 million on General Account  Investment  Assets as
compared  to gains of $11.9  million in the first six months of 1995.  Losses on
mortgage loans increased $43.8 million to $51.3 million,  while losses on equity
real estate  totaled $31.4  million,  $12.2 million higher than in the first six
months of 1995. There were $2.4 million of gains on the General  Account's other
equity  investments  as compared to $5.6 million  during the first six months of
1995.  Partially offsetting these decreases were gains of $35.1 million on fixed
maturities, an increase of $2.1 million over 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 six months of 1996, total benefits and other deductions  increased
by $86.0 million from the  comparable  period in 1995,  reflecting  increases in
other operating costs and expenses of $62.7 million and a $26.2 million increase
in  interest  credited  to  policyholders  partially  offset  by a $2.9  million
decrease in policyholders'  benefits.  The increase in other operating costs and
expenses was  attributable to increased  operating costs of $53.9 million in the
Investment  Services segment  associated with increased segment activities and a
$20.2 million increase in Corporate interest expense,  offset by a $20.1 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 $19.9 million increase in interest credited to policyholders for the
Individual  Insurance and Annuities segment,  primarily due to moderately higher
crediting rates applied to a larger in force book of business. The Group Pension
segment's $6.3 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 six months of 1996,  $24.6 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 $46.2  million  in the first six  months of 1995.  Investment
results declined by $16.0 million in the first six months of 1996 as compared to
the  year-earlier  period.  Net  investment  income  declined by $17.3  million,
principally due to lower income on mortgage loans and fixed maturities partially
offset by higher income on equity real estate.  Investment losses decreased $1.3
million  to $17.6  million  in the first six  months  of 1996.  There  were $0.7
million of gains on fixed  maturities  as compared to $4.8  million in losses in
the first six months of 1995 and $3.7 million and $1.0  million  lower losses on
mortgage loans and equity real estate,  respectively,  offset by $7.0 million of
losses on other equity  investments  in 1996 versus $1.9 million of gains during
the year earlier period. Benefits and other deductions declined by $38.0 million
principally  due to the  decrease  of $22.3  million in  interest  credited on a
reduced GIC contract base and $5.8 million lower interest payments on loans from
continuing operations due to repayments.

                                       16
<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)

                                                     Six Months Ended June 30,
                                            ---------------------------------------------
                                                           1996
                                            ----------------------------------
                                                As        Closed                   1995
                                             Reported      Block     Combined    Combined
                                            ------------ --------  ----------- ----------

<S>                                          <C>         <C>       <C>         <C>       
Policy fees, premiums and other income ...   $    749.2  $  367.8  $  1,117.0  $  1,091.4
Net investment income ....................        865.4     268.2     1,133.6     1,093.7
Investment (losses) gains, net ...........         (9.5)     (8.6)      (18.1)       43.8
Contribution from the Closed Block .......         50.1     (50.1)      --          --
                                             ----------  --------  ----------  ----------
  Total revenues .........................      1,655.2     577.3     2,232.5     2,228.9
Total benefits and other deductions ......      1,501.7     577.3     2,079.0     2,077.3
                                             ----------  --------  ----------  ----------
Earnings before Federal Income Taxes,
  Minority Interest and Cumulative
  Effect of Accounting Change ............   $    153.5  $  --     $    153.5  $    151.6
                                             ==========  ========  ==========  ==========
</TABLE>

The earnings from operations in the Individual  Insurance and Annuities  segment
for the six months  ended June 30, 1996  reflected  an increase of $1.9  million
from  the   year-earlier   period.   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  were offset by  investment  losses in 1996  versus  gains in 1995,
higher  employee   benefit  costs  and  higher  claims   experience  on  assumed
reinsurance.   The   effect  of   moderately   increased   crediting   rates  on
interest-sensitive  life and  annuity  contracts  were more  than  offset by the
increase in investment income.

Total  revenues  increased  by $3.6  million  primarily  due to a $48.4  million
increase in policy fees and an $8.7 million  increase in  commissions,  fees and
other income,  offset by a $31.5  million  decline in premiums and by investment
results which  declined by $22.0 million.  The decrease in premiums  principally
was due to lower traditional life and individual health premiums. The decline in
investment  results resulted from investment losses in 1996 as compared to gains
largely from the sale of fixed maturities in 1995,  offset by higher  investment
income.

Total benefits and other  deductions for the six months ended June 30, 1996 rose
$1.7 million from the comparable 1995 period. Other operating expenses increased
$23.4 million  principally due to higher employee benefit costs related to lower
interest rate assumptions  used in the calculation of retirement  program costs.
Interest credited on policyholders' account balances increased $19.9 million due
to the increased  crediting  rates noted above.  Benefits paid increased by $1.9
million.  Higher mortality  experience on variable and  interest-sensitive  life
policies and investment  losses  contributed to the $44.8 million lower deferred
policy  acquisition  cost ("DAC")  amortization,  partially  offset by lower DAC
capitalization of $1.3 million.

Losses on the disability  income  business were $21.7 million for the six months
ended June 30, 1996, a $2.2 million  increase  from the prior year's  comparable
period.  Incurred  benefits (benefit payments plus additions to claims reserves)
for disability  income products  increased $12.9 million in the first six months
of 1996 from the comparable  1995 levels due to lower  terminations  of existing
claims.

                                       17
<PAGE>

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      Six Months Ended
                                             June 30,               June 30,
                                       ---------------------  --------------------
                                          1996      1995        1996      1995
                                       ---------- ---------- ---------- ----------
                                                       (In Millions)

<S>                                    <C>        <C>        <C>        <C>       
Product Line:
Individual annuities
  First year ........................  $    562.2 $    469.5 $  1,071.9 $    945.9
  Renewal ...........................       331.7      295.4      661.8      580.1
                                       ---------- ---------- ---------- ----------
                                            893.9      764.9    1,733.7    1,526.0
Variable and interest-sensitive life
  First year recurring ..............        45.2       46.5       90.1       95.1
  First year optional ...............        44.3       40.6       84.5       80.2
  Renewal ...........................       264.8      240.4      602.9      535.6
                                       ---------- ---------- ---------- ----------
                                            354.3      327.5      777.5      710.9
Traditional life
  First year recurring ..............         4.8        6.0        9.7       12.1
  First year optional ...............         1.2        1.4        2.5        3.0
  Renewal ...........................       210.7      214.9      423.5      431.9
                                       ---------- ---------- ---------- ----------
                                            216.7      222.3      435.7      447.0
Other(1)
  First year ........................        11.0       19.8       18.1       48.8
  Renewal ...........................        98.3      110.4      187.9      203.3
                                       ---------- ---------- ---------- ----------
                                            109.3      130.2      206.0      252.1

Total First Year ....................       668.7      583.8    1,276.8    1,185.1
Total Renewal .......................       905.5      861.1    1,876.1    1,750.9
                                       ---------- ---------- ---------- ----------
Grand Total .........................  $  1,574.2 $  1,444.9 $  3,152.9 $  2,936.0
                                       ========== ========== ========== ==========
<FN>
(1)  Includes health insurance and reinsurance assumed.
</FN>
</TABLE>

First  year  premiums  and  deposits  for the six  months  ended  June 30,  1996
increased from prior year levels by $91.7 million  primarily due to higher sales
of  individual  annuities  offset by lower  reinsurance  assumed  on  individual
annuity  contracts.  Renewal  premiums and deposits  increased by $125.2 million
during  the six  months  ended  June 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 six  months of 1996  decreased  from the prior  year's  comparable
period  by  $11.3   million  due  to  the   marketing   focus  on  variable  and
interest-sensitive  products  and the  decline in the  traditional  life book of
business.  The 13.3% increase in first year  individual  annuities  premiums and
deposits  in 1996 over the prior  year  period  included  $93.3  million  from a
recently  introduced  line of  retirement  annuity  products  and  reflected  an
approximately $113.2 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
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 will  ultimately  have a
positive effect upon life premium results.


                                       18
<PAGE>

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     Six Months Ended
                                               June 30,              June 30,
                                          ------------------- --------------------
                                             1996     1995       1996     1995
                                          --------- --------  --------- ----------
                                                       (In Millions)

<S>                                        <C>      <C>      <C>        <C>       
Product Line:
Individual annuities ...................   $  588.2 $  575.8 $  1,198.7 $  1,217.3
Variable and interest-sensitive life ...      116.7    109.5      229.0      210.1
Traditional life .......................       92.9     85.6      186.5      174.7
                                           -------- -------- ---------- ----------
Total ..................................   $  797.8 $  770.9 $  1,614.2 $  1,602.1
                                           ======== ======== ========== ==========
</TABLE>

Policy and contract  surrenders and  withdrawals  increased $12.1 million during
the six  months  ended  June  30,  1996  compared  to the same  period  in 1995.
Surrenders  of  variable  and  interest-sensitive  products  increased  by $18.9
million due to the  increased  size of the book of business.  The $18.6  million
decrease in individual  annuities  surrenders was due to decreased surrenders of
Equi-Vest  contracts and decreases in the volume of SPDA  surrenders  due to the
diminished effect of the  aforementioned  exchange program which was designed to
retain  assets in the Company  offset by $88.0  million paid in January 1996 for
two small pension clients who terminated their contracts. Management expects the
moderation in SPDA exchange program volume to continue.

Investment Services

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

                                              Three Months Ended   Six Months Ended
                                                    June 30,          June 30,
                                              ------------------- -----------------
                                                1996      1995     1996     1995
                                              --------- --------- ------- ---------
                                                           (In Millions)

<S>                                            <C>      <C>      <C>      <C>     
Third party commissions and fees ...........   $  215.2 $  173.3 $  412.1 $  337.1
Affiliate fees .............................       32.0     34.2     62.1     67.5
Other income(1) ............................       33.7     18.0     77.1     32.8
                                               -------- -------- -------- --------
Total revenues .............................      280.9    225.5    551.3    437.4
Total costs and expenses ...................      204.5    170.5    393.3    339.4
                                               -------- -------- -------- --------
Earnings before Federal Income Taxes,
  Minority Interest and Cumulative
  Effect of Accounting Change ..............   $   76.4 $   55.0 $  158.0 $   98.0
                                               ======== ======== ======== ========
<FN>
(1)  Includes investment results and other items.
</FN>
</TABLE>

For the six months ended June 30,  1996,  pre-tax  earnings  for the  Investment
Services  segment  increased  by  $60.0  million  from the  year-earlier  period
primarily  due to higher  earnings for DLJ and  Alliance.  DLJ's  earnings  were
higher in 1996 largely due to increased  levels of  underwriting,  strong merger
and  acquisition  activity,  higher  dealer and trading  gains and the growth in
trading volume on most major  exchanges.  Total segment  revenues were up $113.9
million  principally  due to higher equity in net earnings of DLJ.  Other income
for the six months ended June 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.

                                       19
<PAGE>

Total costs and expenses  increased by $53.9 million for the six-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   Six Months Ended
                                                   June 30,             June 30,
                                              -------------------  ------------------
                                                1996       1995     1996      1995
                                              --------- ---------  -------  ---------
                                                          (In Millions)

<S>                                            <C>       <C>      <C>       <C>     
Earnings before Federal income taxes,
  minority interest and cumulative effect of
  accounting change:
  DLJ(1) ..................................... $  145.9  $  63.7  $  244.7  $  120.6
  Alliance ...................................     48.0     38.0      94.1      72.5
  Equitable Real Estate ......................      9.0     11.2      16.5      16.9
  Consolidation/elimination(2)(3)(4) .........   (126.5)   (57.9)   (197.3)   (112.0)
                                               --------  -------  --------  --------
Earnings before Federal Income Taxes,
  Minority Interest and Cumulative
  Effect of Accounting Change(5) ............. $   76.4  $  55.0  $  158.0  $   98.0
                                               ========  =======  ========  ========
<FN>
(1) Excludes  amortization expense of $1.0 million,  $1.4 million,  $1.9 million
    and $2.8 million for the three months and the six months ended June 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 $2.9 million,  $4.9 million,  $6.1 million and
    $9.7 million  related to intercompany  debt issued by  intermediate  holding
    companies  payable to Equitable Life for the three months and the six months
    ended June 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 $115.9 million, $49.8 million,  $195.3 million and $94.6 million
    for the  three  months  and  six  months  ended  June  30,  1996  and  1995,
    respectively.

(4) Includes a gain of $16.9  million (net of $3.7 million  related state income
    tax) for the six months ended June 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 $20.5  million,  $15.3  million,
    $39.8  million  and $29.0  million  for the three  months and the six months
    ended June 30, 1996 and 1995, respectively.
</FN>
</TABLE>

DLJ - DLJ's earnings from operations for the six months ended June 30, 1996 were
$244.7  million,  up $124.1  million  from the  comparable  prior  year  period.
Revenues  increased  $493.7 million to $1.77 billion  primarily due to increased
underwriting  revenues of $219.8  million,  higher  dealer and trading  gains of
$120.1  million,  higher  commissions  of  $74.1  million,  higher  gains on the
corporate  development  portfolio  of $12.1  million  and  higher  fees of $11.2
million.  DLJ's  expenses  were $1.52  billion for the six months ended June 30,
1996, up $369.6 million from the comparable prior year period primarily due to a
$210.9 million increase in compensation and commissions, higher interest expense
of $43.6 million and $18.9 million higher brokerage and exchange fees.

                                       20
<PAGE>

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 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  $31.9 million and $44.2 million for the six months ended June 30,
1996 and 1995,  respectively.  Option  writing  revenues are primarily  from the
amortization of option premiums.

The decrease in revenues primarily resulted from lower levels of activity,  both
in size and number of  transactions,  by DLJ's  institutional  customers.  These
reductions were caused by a number of factors,  including market  conditions and
competition from other financial institutions.

The notional value of written options  contracts  outstanding was  approximately
$3.5  billion  and $3.9  billion at June 30,  1996 and 1995,  respectively.  The
decrease in the  notional  value of options was  primarily  due to  decreases in
customer activity related to U.S. government  obligations.  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 $(39.1) million and $120.5
million and net trading gains  (losses) on futures  contracts  were $8.5 million
and  $(51.5)  million  for  the  six  months  ended  June  30,  1996  and  1995,
respectively.

The notional  contract and market values of the forward and futures contracts at
June 30, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
                                          June 30, 1996         June 30, 1995
                                       --------------------   -------------------
                                       Purchases     Sales    Purchases    Sales
                                       ---------   --------   ---------  --------
                                                       (In Millions)

<S>                                     <C>        <C>        <C>        <C>    
Forward Contracts
  (Notional Contract Value) ........    $17,102    $18,446    $16,516    $20,201
                                        =======    =======    =======    =======

Futures Contracts
  (Market Value) ...................    $   803    $   590    $   309    $   847
                                        =======    =======    =======    =======
</TABLE>

Structured  notes 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 June 30, 1996 and 1995, DLJ had
issued  structured  notes with  principal  amounts of $143.1  million and $113.0
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.

Alliance - Alliance's earnings from operations for the six months ended June 30,
1996 were $94.1  million,  an increase of $21.6  million  from the prior  year's
comparable  period.  Revenues totaled $377.7 million for the first six months of
1996, an increase of $78.8 million from the  comparable  period in 1995,  due to
increased  investment  advisory and service fees.  Alliance's costs and expenses
increased  $57.2 million for the six months ended June 30, 1996 primarily due to
increases in employee compensation and benefits and promotional expenditures.

                                       21
<PAGE>

In April 1996,  Alliance  acquired the U.S.  investment  management  business of
National Mutual Funds Management (North America) ("NMFM") for approximately $4.6
million in cash. NMFM is an indirect wholly owned  subsidiary of National Mutual
Holdings Limited ("NMH"), in which AXA owns a 51% equity interest.  NMFM manages
investments in North American  securities of approximately  $1.2 billion for NMH
affiliates and third parties.

Equitable Real Estate - Equitable Real Estate's  earnings from  operations  were
$16.5  million  for the first six  months of 1996,  down $0.4  million  from the
preceding year's  comparable  period.  Revenues  declined $8.2 million to $102.0
million for the first half of 1996 when compared to the 1995 comparable  period.
Operating  expenses  similarly  decreased by $7.8 million totaling $85.5 million
for the six months ended June 30, 1996.

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        Six Months Ended
                                              June 30,                 June 30,
                                       -----------------------  ----------------------
                                          1996        1995        1996         1995
                                       ----------- -----------  ---------   ----------

<S>                                     <C>         <C>          <C>         <C>       
Fees:
  Equitable Life and the Holding
    Company Group .................     $    28.9   $     31.1   $    56.1   $     61.5
  Third Party .....................         184.9        145.1       351.4        281.2
                                        ---------   ----------   ---------   ----------
Total .............................     $   213.8   $    176.2   $   407.5   $    342.7
                                        =========   ==========   =========   ==========

Assets Under Management:
  Equitable Life and the Holding
    Company Group .................                              $  50,058   $   49,163
  Third Party(1) ..................                                167,580      138,547
                                                                 ---------   ----------
Total .............................                              $ 217,638   $  187,710
                                                                 =========  ===========
<FN>
(1) Included  $1.9  billion of  performing  mortgages  at June 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 six months ended June 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 $33.56 billion primarily due to the completion of
the Cursitor  acquisition in the first quarter of 1996 and market  appreciation.
Third  party  assets  at  Equitable  Real  Estate  decreased  by  $7.61  billion
principally due to the sale in October 1995 by EQ Services of mortgage servicing
contracts.

                                       22
<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    Six Months Ended
                                                June 30,             June 30,
                                            ------------------- ------------------
                                             1996       1995     1996     1995
                                            --------  -------- --------- ---------
                                                       (In Millions)

<S>                                          <C>      <C>      <C>       <C>     
Policy fees, premiums and other income ...   $  11.9  $  13.8  $   23.9  $   27.4
Net investment income ....................      62.4     66.8     126.8     137.1
Investment losses, net ...................      (8.4)    (5.7)    (22.1)    (32.2)
                                             -------  -------  --------  --------
Total revenues ...........................      65.9     74.9     128.6     132.3
Total benefits and other deductions ......      74.5     75.0     148.9     144.1
                                             -------  -------  --------  --------
(Loss) Before Federal Income Taxes,
  Minority Interest and Cumulative
  Effect of Accounting Change ............   $  (8.6) $   (.1) $  (20.3) $  (11.8)
                                             =======  =======  ========  ========
</TABLE>

The results for the Group Pension segment  reflected an $8.5 million higher loss
for the six months  ended June 30, 1996  compared to the same period a year ago.
Investment losses in 1996 were $22.1 million,  a $10.1 million  improvement from
comparable  losses for the first six months of 1995. After reflecting the effect
of pass-throughs to participating pension contractholders,  however,  investment
losses net of  pass-throughs  increased by $3.9 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 $5.5 million in
1996 on certain  pension  par  contracts.  Investment  income for the six months
ended June 30, 1996 decreased by $10.3 million from the comparable period of the
prior year  primarily  due to a smaller  asset base.  Policy fees,  premiums and
other  income  declined  by $3.5  million  in the first six  months of 1996 when
compared to the same 1995 period due to the smaller book of business.

                                       23
<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
                                  June 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............................  $   16,463.8    $   3,640.3   $   (204.7)  $ 20,308.8
Mortgage loans on real estate...................       3,425.9        1,402.1          (.1)     4,828.1
Equity real estate..............................       3,730.0          189.7        (21.0)     3,940.7
Policy loans....................................       2,107.0        1,784.1          -        3,891.1
Investment in and loans to affiliates...........         682.4            -          682.4          -
Other equity investments........................         593.7          111.9         10.0        695.6
Other invested assets...........................         330.8           96.2        397.6         29.4
                                                  -------------   -----------   -----------  ------------
  Total investments.............................      27,333.6        7,224.3        864.2     33,693.7
Cash and cash equivalents.......................         642.6            4.8        147.8        499.6
                                                  -------------   -----------   -----------  ------------

Total...........................................  $   27,976.2    $   7,229.1   $  1,012.0   $ 34,193.3
                                                  =============   ===========   ===========  ============
<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 $22.5 million and $25.6 million for the six
months ended June 30, 1996 and 1995,  respectively.  The  following  table shows
asset valuation  allowances and additions to and deductions from such allowances
for  mortgages and equity real estate for the six months ended June 30, 1996 and
1995.

                                       24
<PAGE>

<TABLE>
<CAPTION>
                        General Account Investment Assets
                              Valuation Allowances
                                  (In Millions)

                                                            Equity Real
                                                Mortgages      Estate     Total
                                               ----------   -----------  ---------

<S>                                              <C>         <C>         <C>     
June 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 ..................................         36.9        37.0        73.9
Deductions(2) ..............................         (0.3)      (82.4)      (82.7)
                                                 --------    --------    --------
Ending Balances ............................     $  102.1    $   62.0    $  164.1
                                                 ========    ========    ========

Closed Block:
Beginning balances .........................     $   18.4    $    4.3    $   22.7
Additions ..................................         13.2         0.8        14.0
Deductions(2) ..............................         (0.2)       (2.4)       (2.6)
                                                 --------    --------    --------
Ending Balances ............................     $   31.4    $    2.7    $   34.1
                                                 ========    ========    ========

Total:
Beginning balances .........................     $   83.9    $  264.1    $  348.0
SFAS No. 121 release(1) ....................        --         (152.4)     (152.4)
Additions ..................................         50.1        37.8        87.9
Deductions(2) ..............................         (0.5)      (84.8)      (85.3)
                                                 --------    --------    --------
Ending Balances ............................     $  133.5    $   64.7    $  198.2
                                                 ========    ========    ========

June 30, 1995
Total:
Beginning balances .........................     $  110.4    $  223.3    $  333.7
Additions ..................................         16.1        32.3        48.4
Deductions(2) ..............................        (32.5)      (12.8)      (45.3)
                                                 --------    --------    --------
Ending Balances ............................     $   94.0    $  242.8    $  336.8
                                                 ========    ========    ========
<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>

                                       25
<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
June 30, 1996 and the net amortized cost at December 31, 1995.
<TABLE>
<CAPTION>

                                         General Account Investment Assets
                                               (Dollars In Millions)

                                               June 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) ...... $  20,304.9   $      --     $  20,304.9       59.4%     $  19,149.9       56.7%
Mortgages ................     4,961.6         133.5       4,828.1       14.1          5,007.1       14.8
Equity real estate .......     4,005.4          64.7       3,940.7       11.5          4,130.3       12.2
Other equity investments .       695.6          --           695.6        2.0            764.1        2.3
Policy loans .............     3,891.1          --         3,891.1       11.4          3,773.6       11.2
Cash and short-term
  investments(2) .........       529.0          --           529.0        1.6            952.1        2.8
                           -----------   -----------   -----------      ------     -----------      ------
Total .................... $  34,387.6   $     198.2   $  34,189.4      100.0%     $  33,777.1      100.0%
                           ===========   ===========   ============     ======     ===========      ======
<FN>
(1) Excludes  unrealized  gains of $3.9  million  and  $857.9  million  in fixed
    maturities  classified  as available  for sale at June 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.


                                       26
<PAGE>

<TABLE>
<CAPTION>

Investment Results of General Account Investment Assets

                               Investment Results by Asset Category(1)
                                        (Dollars In Millions)

                                    Three Months Ended June 30,                           Six Months Ended June 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..............      7.92%   $    394.8        8.17%   $     362.9        7.91%  $     778.2        8.10%   $    707.4
  Investment
    Gains/(Losses)....      0.19%          9.6        0.95%          42.1        0.36%         35.1        0.38%         33.0
                         ---------- -------------  ---------- -------------   -------- ---------------  ---------- -------------
  Total...............      8.11%   $    404.4        9.12%   $     405.0        8.27%  $     813.3        8.48%   $    740.4
  Ending Assets.......              $ 20,304.9                $  18,146.9               $  20,304.9                $ 18,146.9
Mortgages:
  Income..............      8.99%   $    109.7        8.66%   $     113.3        8.87%  $     218.3        8.61%   $    230.3
  Investment
    Gains/(Losses)....     (2.02)%       (24.6)       0.09%           1.2       (2.09)%       (51.3)      (0.28)%        (7.5)
                         ---------- -------------  ---------- -------------   --------- -------------- ----------- -------------
  Total...............      6.97%   $     85.1        8.75%   $     114.5        6.78%  $     167.0        8.33%   $    222.8
  Ending Assets.......              $  4,828.1                $   5,165.8               $   4,828.1                $  5,165.8
Equity Real
  Estate (2):
  Income..............      2.46%   $     19.1        2.77%   $      25.7        2.87%  $      45.0        2.87%   $     53.3
  Investment
    Gains/(Losses)....     (1.63)%       (12.7)      (1.80)%        (16.7)      (2.00)%       (31.4)      (1.03)%       (19.2)
                         ---------- -------------  ---------- -------------   --------- -------------- ----------- -------------
  Total...............      0.83%   $      6.4        0.97%   $       9.0        0.87%  $      13.6        1.84%   $     34.1
  Ending Assets.......              $  3,100.1                $   3,692.2               $   3,100.1                $  3,692.2
Other Equity
  Investments:
  Income..............     16.17%   $     28.0       11.11%   $      22.3       13.68%  $      49.0       11.45%   $     46.8
  Investment
    Gains/(Losses)....      3.69%          6.4        1.14%           2.3        0.67%          2.4        1.37%          5.6
                         ---------- -------------  ---------- -------------   -------- -------------- ------------ -------------
  Total...............     19.86%   $     34.4       12.25%   $      24.6       14.35%  $      51.4       12.82%   $     52.4
  Ending Assets.......              $    695.6                $     794.1               $     695.6                $    794.1
Policy Loans:
  Income..............      6.95%   $     67.3        6.96%   $      64.1        6.90%  $     132.4        6.88%   $    125.4
  Ending Assets.......              $  3,891.1                $   3,695.1               $   3,891.1                $  3,695.1
Cash and Short-term
  Investments:
  Income..............      5.00%   $      8.3        8.93%   $      18.4        8.13%  $      30.9        8.37%   $     34.5
  Ending Assets.......              $    529.0                $     841.7               $     529.0                $    841.7
Total:
  Income..............      7.57%   $    627.2        7.58%   $     606.7        7.59%  $   1,253.8        7.54%   $  1,197.7
  Investment
    Gains/(Losses)....     (0.26)%       (21.3)       0.36%          28.9       (0.28)%       (45.2)       0.07%         11.9
                         ---------- -------------  ---------- -------------   --------- ------------- ------------ -------------
  Total(3)............      7.31%   $    605.9        7.94%   $     635.6        7.31%  $   1,208.6        7.61%   $  1,209.6
  Ending Assets.......              $ 33,348.8                $  32,335.8               $  33,348.8                $ 32,335.8
<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.

                                       27
<PAGE>



(2) Equity  real  estate  carrying  values are shown net of third party debt and
    minority  interest in real estate of $840.6 million and $921.9 million as of
    June 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 $14.0 million,  $16.0  million,  $28.3 million and $29.4 million for
    the  three  months  and the  six  months  ended  June  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 7.05%,  7.64%,  7.04% and 7.32% for the three
    months and the six months ended June 30, 1996 and 1995, respectively.
</FN>
</TABLE>

For the six months ended June 30, 1996,  General Account investment results were
down $1.0 million from the year-earlier period as lower income and higher losses
on both  mortgages  and equity real estate  were  offset  principally  by higher
investment results on fixed maturities. On an annualized basis, total investment
yield  decreased  to 7.31% from  7.61%.  Investment  income  increased  by $56.1
million or 4.7%,  resulting  in an increase in the  annualized  income  yield to
7.59% from 7.54%. 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  and
writedowns of fixed  maturities were $110.4 million in the six months ended June
30, 1996 compared to $74.0 million in the six months ended June 30, 1995.

Total investment  results for fixed  maturities  increased $72.9 million or 9.8%
for the six months  ended June 30,  1996  compared to the  year-earlier  period.
Investment  income  increased by $70.8  million  reflecting a higher asset base,
primarily from  reinvesting  nearly all available  funds into fixed  maturities.
Investment  gains were $35.1  million  for the six  months  ended June 30,  1996
compared to the year-earlier $33.0 million.  Writedowns on fixed maturities were
$22.5  million in the first six months of 1996 as compared  to $25.6  million in
the comparable period of 1995. Total investment results on mortgages declined by
$55.8  million or 25.0% in the six months  ended June 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 $20.5 million lower during the six months ended
June 30, 1996 than the year-earlier  period  reflecting lower investment  income
and higher additions to asset valuation allowances.

Fixed Maturities.  Fixed maturities  consist of publicly traded debt securities,
privately  placed debt  securities  and small  amounts of  redeemable  preferred
stock, which represented 71.2%, 28.1% and 0.7%,  respectively,  of the amortized
cost of this asset category at June 30, 1996.
<TABLE>
<CAPTION>
                                 Fixed Maturities By Credit Quality
                                        (Dollars In Millions)

                                           June 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......  $ 17,602.9(1)   86.7%  $  17,600.5    $ 16,536.0(1)    86.4%   $  17,423.9
  3-6  Ba and lower..........     2,557.2(2)   12.6       2,569.2       2,483.4(2)    13.0        2,448.3
                               -----------    -----  -------------   -----------     ------   -----------  

Subtotal......................   20,160.1      99.3      20,169.7      19,019.4       99.4       19,872.2
Redeemable preferred stock
  and other...................      144.8       0.7         139.1         130.5        0.6          126.5
                               ----------     ------  -----------    ----------      ------   ------------
Total......................... $ 20,304.9     100.0%  $  20,308.8    $ 19,149.9      100.0%   $  19,998.7
                               ==========     ======  ===========    ==========      ======   ============
<FN>
(1)  Includes Class B Notes with an amortized cost of $100.0 million.

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

                                       28
<PAGE>

At June 30, 1996, the Company held collateralized  mortgage obligations ("CMOs")
with an amortized  cost of $2.43  billion,  including  $2.33 billion in publicly
traded CMOs. About 66.2% of the public CMO holdings were collateralized by GNMA,
FNMA and FHLMC securities.  Approximately  44.1% of the public CMO holdings were
in planned  amortization  class ("PAC") bonds.  At June 30, 1996,  interest only
("IO") strips amounted to $6.4 million at amortized cost. There were no holdings
of principal only ("PO") strips at that date. In addition, at June 30, 1996, the
Company held $2.37 billion of mortgage  pass-through  securities  (GNMA, FNMA or
FHLMC  securities)  and also held $481.4  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)

                                                        June 30,       December 31,
                                                          1996             1995
                                                      ------------    -------------

<S>                                                    <C>             <C>        
FIXED MATURITIES ...............................       $  20,304.9     $  19,149.9
Problem fixed maturities .......................              60.6            70.8
Potential problem fixed maturities .............               6.3            43.4
Restructured fixed maturities(1) ...............               6.3             7.6
<FN>
(1) Excludes restructured fixed maturities of $3.5 million and $3.5 million that
    are shown as problems at June 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 June 30, 1996 and December 31, 1995,
    respectively.
</FN>
</TABLE>

The amount of potential  problem fixed  maturities  decreased $37.1 million from
December 31, 1995 to June 30, 1996 primarily due to asset sales.

Mortgages. Mortgages consist of commercial,  agricultural and residential loans.
At June 30, 1996,  commercial  mortgages  totaled  $3.20  billion  (64.4% of the
amortized cost of the category),  agricultural  loans were $1.72 billion (34.6%)
and residential loans were $46.5 million (1.0%).

                                       29
<PAGE>

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

                                                                 June 30,   December 31,
                                                                   1996         1995
                                                                ----------- ------------

<S>                                                             <C>         <C>       
COMMERCIAL MORTGAGES .......................................... $  3,196.6  $  3,413.7
Problem commercial mortgages ..................................      184.5        41.3
Potential problem commercial mortgages ........................      321.9       194.7
Restructured commercial mortgages(1) ..........................      401.8       522.2

VALUATION ALLOWANCES .......................................... $    124.5  $     79.9
  As a percent of commercial mortgages ........................        3.9%        2.3%
  As a percent of problem commercial mortgages ................       67.5%      193.5%
  As a percent of problem and potential problem commercial
    mortgages .................................................       24.6%       33.9%
  As a percent of problem, potential problem and restructured
    commercial mortgages ......................................       13.7%       10.5%

AGRICULTURAL MORTGAGES ........................................ $  1,718.5  $  1,624.1
Problem agricultural mortgages ................................       82.9        82.9
Potential problem agricultural mortgages ......................        0.0         0.0
Restructured agricultural mortgages ...........................        2.0         2.0

VALUATION ALLOWANCES .......................................... $      9.0  $      4.0
<FN>
(1) Excludes  restructured  commercial  mortgages  of $110.4  million  and $12.6
    million  that are shown as problems at June 30, 1996 and  December 31, 1995,
    respectively, and excludes $167.9 million and $148.3 million of restructured
    commercial  mortgages that are shown as potential  problems at June 30, 1996
    and December 31, 1995, respectively.
</FN>
</TABLE>

Problem commercial  mortgages increased by $143.2 million from December 31, 1995
to June 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 six  months  ended  June 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 $401.8 million of restructured
mortgages  was  9.6%.  As a result  of these  restructurings,  the  restructured
weighted average coupon rate was 8.2% and the restructured weighted average cash
payment  rate  was  7.9%.  The  foregone  interest  on  restructured  commercial
mortgages (including  restructured  commercial mortgages presented as problem or
potential problem  commercial  mortgages) for the six months ended June 30, 1996
was $3.2 million.

                                       30
<PAGE>

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

                                                           Amortized         % of
                                                              Cost           Total
                                                          -----------      --------

<S>                                                         <C>             <C>  
Problem Commercial Mortgages
Property Type:
Office .............................................        $  109.6         59.4%
Retail .............................................            44.3         24.0
Industrial .........................................            18.6         10.1
Hotel ..............................................             9.5          5.1
Apartment ..........................................             2.5          1.4
                                                            --------        ------
Total ..............................................        $  184.5        100.0%
                                                            ========        ======

State:
California .........................................        $   67.9         36.8%
Virginia ...........................................            51.2         27.8
Massachusetts ......................................            26.8         14.5
Puerto Rico ........................................            19.7         10.7
Pennsylvania .......................................            13.6          7.4
Other (no state larger than 5.0%) ..................             5.3          2.8
                                                            --------        ------
Total ..............................................        $  184.5        100.0%
                                                            ========        ======

Potential Problem Commercial Mortgages
Property Type:
Retail .............................................        $  149.7         46.6%
Office .............................................           147.9         45.9
Hotel ..............................................            24.3          7.5
                                                            --------        ------
Total ..............................................        $  321.9        100.0%
                                                            ========        ======

State:
New York ...........................................        $  102.6         31.9%
Louisiana ..........................................            56.9         17.7
Pennsylvania .......................................            38.6         12.0
South Carolina .....................................            31.2          9.7
Texas ..............................................            23.9          7.4
Idaho ..............................................            17.8          5.5
Other (no state larger than 5.0%) ..................            50.9         15.8
                                                            --------        ------
Total ..............................................        $  321.9        100.0%
                                                            ========        ======
</TABLE>

At June 30, 1996, management identified impaired loans as defined under SFAS No.
114 with a carrying value of $595.8 million.  The provision for losses for these
impaired  mortgage loans was $122.1  million at June 30, 1996.  Income earned on
these loans in the first six months of 1996 was $26.1  million,  including  cash
received of $20.9 million.

For the six  months  ended  June  30,  1996,  scheduled  principal  amortization
payments and prepayments on commercial mortgage loans received aggregated $139.4
million.  In addition,  during the first six months of 1996,  $160.8  million of
commercial  mortgage  loan  maturity  payments  were  scheduled,  of which $93.4
million  were paid as due. Of the amount not paid,  $29.9  million  were granted
short term  extensions of up to six months,  $19.7 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.

                                       31
<PAGE>

Equity Real Estate.  As of June 30, 1996,  on the basis of amortized  cost,  the
equity real  estate  category  included  $3.00  billion  (or 75.0%)  acquired as
investment real estate and $1.00 billion (or 25.0%) acquired  through or in lieu
of foreclosure (including in-substance foreclosures).

Real estate  properties with amortized costs of $247.0 million and $99.8 million
were sold  during  the first six months of 1996 and 1995,  respectively.  In the
first  half of 1996  and  1995,  respectively,  gains of $2.5  million  and $8.1
million were recognized on equity real estate which was sold.

As of January 1, 1996,  the Company  adopted  SFAS No.  121.  At June 30,  1996,
allowances  totaling  $64.7  million  were  held  on  properties  identified  as
available for sale with an amortized cost of $375.4 million.

At June 30, 1996, the vacancy rate for the Company's office properties was 14.4%
in total,  with a vacancy rate of 10.4% for  properties  acquired as  investment
real estate and 24.8% for properties acquired through foreclosure.  The national
commercial  office  vacancy rate was 13.8% (as of March 31, 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 June 2000.  Equitable  Life uses this program from time to time
in its liquidity  management.  At June 30, 1996,  $79.6 million was  outstanding
under the commercial paper program;  there were no amounts outstanding under the
revolving credit facility.

In July  1996,  DLJ  filed a shelf  registration  for up to  $500.0  million  of
preferred and debt securities.

Consolidated Cash Flows

The net cash  provided by  operating  activities  was $78.7  million for the six
months ended June 30, 1996  compared to $408.6  million for the six months ended
June 30, 1995. The 1996 cash provided by operations  principally was affected by
the $127.0 million change in Federal income taxes payable.

Net cash provided by investing  activities  was $70.3 million for the six months
ended June 30, 1996 as  compared to $603.4  million for the same period in 1995.
In 1996, investment purchases exceeded sales, maturities,  repayments and return
of capital by $770.3 million. Loans to the discontinued GIC segment were reduced
by $492.5 million  during the first quarter of 1996.  Cash provided by investing
activities during the first six months of 1995 primarily was attributable to the
$1.16 billion decrease in loans to the GIC Segment  resulting from repayments in
January 1995. Investment purchases exceeded sales,  maturities and repayments by
approximately  $435.4  million,  partially  offsetting  the  effect  of the  GIC
repayment.

Net cash used by  financing  activities  was $281.1  million  for the six months
ended June 30, 1996 as compared to $974.6  million in the first half of 1995. In
the  first  half of  1996,  withdrawals  from  policyholders'  account  balances
exceeded deposits by $351.9 million partially offset by a net increase of $174.1
million in short-term financing, principally at Equitable Life. Net cash used by
financing activities during the first six 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 GIC  Segment's  accumulated
deficit.  Partially  offsetting  the  effect of this  repayment  was the  $207.3
million increase in short-term financings and deposits to policyholders' account
balances which exceeded withdrawals by $60.0 million during the six months ended
June 30, 1995.

The operating,  investing and financing activities described above resulted in a
decrease  in cash and cash  equivalents  during  the first six months of 1996 of
$132.1 million to $642.6 million.

                                       32
<PAGE>

PART II        OTHER INFORMATION

Item 1.        Legal Proceedings

There have been no new material legal  proceedings and no material  developments
in matters which were previously  reported in the Registrant's Form 10-K for the
year  ended  December  31,  1995,  except  as  disclosed  in Note 10 of Notes to
Consolidated Financial Statements included herein.


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

                (a) Exhibits

                    Exhibit 27 - Financial Data Schedule

                (b) Reports on Form 8-K

                    None


                                       33
<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:          August 9, 1996                    /s/ Stanley B. Tulin
         -----------------------    -------------------------------------------
                                          Senior Executive Vice President and
                                                Chief Financial Officer




Date:          August 9, 1996                    /s/ Alvin H. Fenichel
         -----------------------    -------------------------------------------
                                         Senior Vice President and Controller



                                       34


<TABLE> <S> <C>

<ARTICLE>                                       7
<MULTIPLIER>                                                1,000
       
<S>                                             <C>
<PERIOD-TYPE>                                   6-MOS
<FISCAL-YEAR-END>                               DEC-31-1996
<PERIOD-START>                                  JAN-01-1996
<PERIOD-END>                                    JUN-30-1996
<DEBT-HELD-FOR-SALE>                                   16,463,800
<DEBT-CARRYING-VALUE>                                           0
<DEBT-MARKET-VALUE>                                             0
<EQUITIES>                                                593,700
<MORTGAGE>                                              3,425,900
<REAL-ESTATE>                                           3,730,000
<TOTAL-INVEST>                                         27,333,600
<CASH>                                                    642,600
<RECOVER-REINSURE>                                              0
<DEFERRED-ACQUISITION>                                  3,279,900
<TOTAL-ASSETS>                                         70,910,100
<POLICY-LOSSES>                                                 0
<UNEARNED-PREMIUMS>                                             0
<POLICY-OTHER>                                          4,098,100
<POLICY-HOLDER-FUNDS>                                  21,760,900
<NOTES-PAYABLE>                                         2,031,600
                                           0
                                                     0
<COMMON>                                                    2,500
<OTHER-SE>                                              3,823,700
<TOTAL-LIABILITY-AND-EQUITY>                           70,910,100
                                                724,100
<INVESTMENT-INCOME>                                     1,071,600
<INVESTMENT-GAINS>                                       (16,000)
<OTHER-INCOME>                                            574,400
<BENEFITS>                                                527,200
<UNDERWRITING-AMORTIZATION>                               122,000
<UNDERWRITING-OTHER>                                      799,800
<INCOME-PRETAX>                                           272,100
<INCOME-TAX>                                               58,500
<INCOME-CONTINUING>                                       174,700
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                (23,100)
<NET-INCOME>                                              151,600
<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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