EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/, N-4, 1996-02-29

EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/
N-4, 1996-02-29
INSURANCE AGENTS, BROKERS & SERVICE

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY , 1996

REGISTRATION NO. 33-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
[X]
Pre-Effective Amendment No.
[ ]
Post-Effective Amendment No.
[ ]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
[ ]
Amendment No.
[ ]

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

(EXACT NAME OF REGISTRANT)

THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES

(NAME OF DEPOSITOR)
787 SEVENTH AVENUE, NEW YORK, NEW YORK 10019
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 392-5279

ANTHONY A. DREYSPOOL
VICE PRESIDENT AND SENIOR COUNSEL
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
787 SEVENTH AVENUE,
NEW YORK, NEW YORK 10019

(NAME AND ADDRESS OF AGENT FOR SERVICE)

PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:

PETER E. PANARITES
FREEDMAN, LEVY, KROLL & SIMONDS
1050 CONNECTICUT AVENUE, N.W.,
WASHINGTON, D.C. 20036

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained
herein also relates to Registration Statement No. 33-63113.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
BEING REGISTERED REGISTERED PER UNIT* OFFERING PRICE* FEE
- ----------------------------- -------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Units of Interest Under Group
Annuity Contract $70,000,000(1) (1) $70,000,000(1) $24,138.10
- ----------------------------- -------------- -------------- --------------- --------------

</TABLE>

* Estimated solely for purpose of determining the registration fee.
(1) The Contract does not provide for a predetermined amount or number of
units.

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of this registration statement.

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)
OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL

BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

<PAGE>

CROSS REFERENCE SHEET
SHOWING LOCATION OF INFORMATION IN PROSPECTUS

<TABLE>
<CAPTION>
FORM N-4 ITEM PROSPECTUS CAPTION
- ---------------------------------------------------------- ----------------------------------------------
<C> <S> <C>
1. Cover Page ....................................... Cover Page
2. Definitions ...................................... Not Applicable
Summary of Investment Options; Summary of the
3. Synopsis ......................................... Program; Summary of Fund Expenses
4. Condensed Financial Information .................. Condensed Financial Information
Investment Options; The Equity Funds; The
General Description of Registrant, Depositor, and Real Estate Fund; Equitable Life and The
5. Portfolio Companies .............................. Investment Manager
Deductions and Charges; Charges Based on
Amounts Invested in the Program; Plan and
6. Deductions and Expenses .......................... Transaction Expenses
7. General Description of Variable Annuity Contracts The Program
8. Annuity Period ................................... The Program--Benefit Payment Options
The Program--Benefits Payable After the Death
9. Death Benefit .................................... of a Participant
The Equity Funds--How We Calculate the Value
of Amounts Allocated to the Equity Funds; The
Real Estate Fund--How We Calculate the Value
of Amounts Allocated to the Real Estate Fund;
The Program--When Transactions are
Effective--Minimum Investments--Making
Contributions to the Program--Benefit Payment
10. Purchases and Contract Value ..................... Options
The Program--Distributions from the
11. Redemptions ...................................... Investment Options--Benefit Payment Options
12. Taxes ............................................ Federal Income Tax Considerations
13. Legal Proceedings ................................ Miscellaneous

Table of Contents of the Statment of Additional Table of Contents of the Statement of
14. Information ...................................... Additional Information
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
FORM N-4 ITEM STATEMENT OF ADDITIONAL INFORMATION CAPTION
- -------------------------------------------------- -----------------------------------------------
<C> <S> <C>
15. Cover Page ............................... Cover Page
16. Table of Contents ........................ Table of Contents
17. General Information and History .......... Not Applicable
18. Services ................................. Not Applicable
19. Purchase of Securities Being Offered .... Underwriter
20. Underwriters ............................. Underwriter
21. Calculation of Performance Data .......... Not Applicable
Provisions of the Master Plan--Contributions
to Qualified Plans--Contributions to the ADA
22. Annuity Payments ......................... Master Plan
23. Financial Statements ..................... Financial Statements
</TABLE>

<PAGE>

ADA MEMBERS
RETIREMENT PROGRAM
PROSPECTUS
MAY 1, 1996

[LOGO]

<PAGE>

American Dental Association
Members Retirement Program

Prospectus May 1, 1996

- -----------------------------------------------------------------------------
The American Dental Association Members Retirement Program offers you ten
investment options from which to choose. This prospectus describes the seven
Separate Accounts under the group annuity contract issued by THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES.

THE PROGRAM

The American Dental Association Members Retirement Program offers ADA members
and other eligible persons the choice of several plans to accumulate
retirement savings for themselves and their employees.

THE INVESTMENT OPTIONS

The Program allows you to choose from ten Investment Options. The Investment
Options are:

Seven Separate Accounts or "Funds":
o Growth Equity Fund
o Aggressive Equity Fund
o ADA Foreign Fund
o Equity Index Fund
o Real Estate Fund
o Lifecycle Fund--Conservative
o Lifecycle Fund--Moderate

Three Guaranteed Options:
o 3 year Guaranteed Rate Account
o 5 year Guaranteed Rate Account
o Money Market Guarantee Account

These investment options are summarized on page 2 of this prospectus. The
Aggressive Equity Fund, the ADA Foreign Fund, and the Equity Index Fund each
invest in shares of a corresponding mutual fund, the MFS Emerging Growth
Fund, the Templeton Foreign Fund and the Seven Seas S&P 500 Fund
respectively. We refer to these as the "underlying mutual funds." The
Lifecycle Funds--Conservative and Moderate ("Lifecycle Funds") each invest in
units of a corresponding group trust maintained by State Street Bank and
Trust Company ("State Street"). We refer to these trusts as the "Lifecycle
Fund Group Trusts." The prospectuses for the underlying mutual funds and our
separate prospectus for the Equity Index Fund and Lifecycle Funds describe
the investment objectives, policies and risks of those Funds and should be
read carefully and retained for future reference. Copies of those
prospectuses may be obtained by writing or calling as indicated below. THIS
PROSPECTUS DESCRIBES, IN DETAIL, ALL INVESTMENT OPTIONS EXCEPT THE EQUITY
INDEX FUND AND THE LIFECYCLE FUNDS, WHICH ARE DESCRIBED, IN DETAIL, IN OUR
SEPARATE PROSPECTUS FOR THOSE FUNDS.

This prospectus provides important information you should be aware of before
investing. Additional information is included in the Statement of Additional
Information (the "SAI") dated May 1, 1996 which has been filed with the
Securities and Exchange Commission. Parts of the SAI have been incorporated
by reference into this prospectus. A table of contents for the SAI appears at
page 54 of this prospectus. To obtain a copy of the SAI free of charge,
complete the SAI request form on page 54 and mail it to us, or call or write:

The Equitable Life Assurance Society of the United States
PO Box 2486 G.P.O.
New York, NY 10116
<TABLE>
<CAPTION>
<S> <C>
Calls for current participants: Calls for all others:
1-800-223-5790 1-800-523-1125
</TABLE>

KEEP THIS PROSPECTUS FOR FUTURE REFERENCE.
- -----------------------------------------------------------------------------

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

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
SUMMARY OF INVESTMENT OPTIONS ..................... 2
SUMMARY OF THE PROGRAM ............................ 3
SUMMARY OF FUND EXPENSES .......................... 4
CONDENSED FINANCIAL INFORMATION ................... 9
INVESTMENT OPTIONS ................................ 12
THE EQUITY FUNDS
The Growth Equity Fund ........................... 12
The Aggressive Equity Fund ....................... 13
The ADA Foreign Fund ............................. 14
The Equity Index Fund ............................ 15
Lifecycle Funds--Conservative and Moderate ..... 16
The Lifecycle Fund Group Trusts .................. 16
Lifecycle Fund Group Trust--Conservative ........ 16
Lifecycle Fund Group Trust--Moderate ............. 17
The Underlying Funds ............................. 17
Risks and Investment Techniques--
Equity Funds ..................................... 17
How We Calculate the Value of Amounts
Allocated to the Equity Funds ................... 19
THE REAL ESTATE FUND
Real Estate Fund Objectives and Investment
Policies ........................................ 21
Special Risks Related to The Real Estate Fund .. 23
Conflicts of Interest Related to Prime Property
Fund ............................................. 23
How We Calculate The Value of Amounts
Allocated to The Real Estate Fund ............... 24
THE GUARANTEED OPTIONS
Guaranteed Rate Accounts ......................... 26
Money Market Guarantee Account ................... 27
EQUITABLE LIFE AND THE INVESTMENT MANAGERS
Equitable Life ................................... 29
The Separate Accounts ............................ 29
Investment Management of the Equity Funds ...... 30
Investment Management of the Real Estate Fund .. 31
INVESTMENT PERFORMANCE
Measuring the Investment Performance of the
Funds ............................................ 32
Unmanaged Market Indices ......................... 32
How Performance Data Are Presented ............... 33
Annual Percentage Change in Fund Unit
Values .......................................... 33
Average Annual Percentage Change in
Fund Unit Values--Years Ending December 31,
1995 ............................................. 34
Cumulative Value Examples ........................ 34
How We Calculate Performance Data ................ 36
THE PROGRAM
Employers Who May Participate in the
Program ......................................... 37
Choices for the Employer ......................... 37
Summary of the Plans And Trusts .................. 37
Information on Joining the Program ............... 38
Choosing the Right Plan .......................... 38
Getting Started In The Program After
Choosing A Plan ................................. 38
Communicating With Us After you Enroll .......... 39
Your Responsibilities As the Employer ............ 39
When Transactions Are Effective .................. 40
Minimum Investments .............................. 40
Making Contributions to the Program .............. 40
Our Account Investment Management (AIM) System . 40
Allocating Contributions Among the
Investment Options .............................. 41
Transfers Among the Investment Options .......... 41
Distributions From the Investment Options ....... 41
Special Rules For Distributions and Transfers
from the Real Estate Fund ....................... 42
When Distributions Are Available to
Participants .................................... 43
Participant Loans ................................ 43
Benefit Payment Options .......................... 44
Spousal Consent Rules ............................ 44
Spousal Consent Requirements ..................... 44
Benefits Payable After the Death of a
Participant ..................................... 45
DEDUCTIONS AND CHARGES ............................ 46
CHARGES BASED ON AMOUNTS
INVESTED IN THE PROGRAM
Program Expense Charge ........................... 46
Administration and Investment Management
Fees ............................................ 47
Other Expenses Borne Directly by the Funds ..... 48
PLAN AND TRANSACTION EXPENSES
ADA Retirement Plan, Prototype
Self-Directed Plan and

Individually-Designed Plan Fees ................. 49
Individual Annuity Charges ....................... 49
General Information On Fees And Charges ......... 49
FEDERAL INCOME TAX
CONSIDERATIONS
Adopting the Program ............................ 50
Income Taxation of Distributions to Qualified
Plan Participants ............................. 50
Other Tax Consequences .......................... 52
MISCELLANEOUS ..................................... 52
Table of Contents of Statement of Additional
Information ................................... 54
</TABLE>

<PAGE>

SUMMARY OF INVESTMENT OPTIONS

EQUITY FUNDS

THE GROWTH EQUITY FUND (Separate Account No. 4 (Pooled))

Seeks to achieve long-term growth of capital by investing primarily in common
stocks and other equity-type securities of any capitalization but primarily
in securities of large and intermediate-sized companies.

THE AGGRESSIVE EQUITY FUND (Separate Account No. 200)

Seeks to achieve long-term capital growth by investing in shares of the
Massachusetts Financial Services Company ("MFS") Emerging Growth Fund, which
in turn invests primarily in companies that MFS believes are early in their
life cycle but which have the potential to become major enterprises (emerging
growth companies).

THE ADA FOREIGN FUND (Separate Account No. 191)

Invests in shares of the Templeton Foreign Fund, which in turn seeks
long-term capital growth through a flexible policy of investing in common
stocks of companies outside the United States.

THE EQUITY INDEX FUND (Separate Account No. 195)

Invests in shares of the Seven Seas S&P 500 Fund, which in turn seeks to
achieve a total return which parallels that of the Standard and Poor's 500
Composite Stock Price Index by investing in the stocks in the Index.

THE LIFECYCLE FUND--CONSERVATIVE (Separate Account No. 197)

Invests in units of the Lifecycle Fund Group Trust--Conservative, maintained
by State Street, which in turn invests in units of five underlying collective
funds ("the Underlying Funds") maintained by State Street to provide current
income and a low to moderate growth of capital.

THE LIFECYCLE FUND--MODERATE (Separate Account No. 198)

Invests in units of the Lifecycle Fund Group Trust--Moderate, maintained by
State Street, which in turn invests in units of five Underlying Funds
maintained by State Street to provide growth of capital and a reasonable
level of current income.

REAL ESTATE FUND

THE REAL ESTATE FUND (Separate Account No. 30 (Pooled))

Invests primarily in units of our Prime Property Fund, which in turn seeks to
achieve a stable rate of return over an extended period of time by investing
primarily in high-grade, income-producing real property.

There is no assurance that the Funds will achieve their respective
objectives.

GUARANTEED OPTIONS

GUARANTEED RATE ACCOUNTS

Contributions to the Guaranteed Rate Accounts will be invested through group
annuity contracts issued by a major insurance company. The Guaranteed Rate
Accounts have maturities of approximately three and five years.

MONEY MARKET GUARANTEE ACCOUNT

The Money Market Guarantee Account is credited with interest which will
approximate the average rate of money market funds considered "domestic
prime," but not less than a minimum rate which we set annually. We guarantee
the contributions and interest credited to this Account.
- -----------------------------------------------------------------------------

No person is authorized by The Equitable Life Assurance Society of the United
States to give any information or make any representations other than those
contained in this prospectus and the SAI, or in other printed or written
material issued by Equitable Life. You should not rely on any other
information or representation.

APITAL PRINTING SYSTEMS]
<PAGE>

SUMMARY OF THE PROGRAM

THE AMERICAN DENTAL ASSOCIATION MEMBERS RETIREMENT PROGRAM

The American Dental Association Members Retirement Program consists of
several types of retirement plans and two retirement plan Trusts, the Master
Trust and the Pooled Trust. Each of the Trusts invests exclusively in the
group annuity contracts described in this prospectus. The purpose of the
Program is to provide members of the American Dental Association (the "ADA")
and their employees with plans to invest, accumulate, and then distribute
funds for retirement. The Program is sponsored by the ADA, and the Trustees
under the Master and Pooled Trusts are the members of the Council on
Insurance of the ADA (the "Trustees"). The Program had 20,072 participants
and $1.0 billion in assets at December 31, 1995.

EQUITABLE LIFE

The Equitable Life Assurance Society of the United States ("Equitable Life")
is a diversified financial services organization serving a variety of
insurance, investment management and investment banking customers. We are one
of the largest life insurance companies in the United States, and have been
in business since 1859.

THE INVESTMENT OPTIONS

Ten Investment Options are available under the Program. Seven of the
Investment Options are Separate Accounts, or Funds, consisting of six Equity
Funds and the Real Estate Fund. The Funds operate like mutual funds in many
ways. However, because of exclusionary provisions, the Funds are not subject
to regulation under the Investment Company Act of 1940 ("1940 Act").

The three additional Investment Options are guaranteed options. They include
two Guaranteed Rate Accounts and the Money Market Guarantee Account.

YOUR CHOICE OF RETIREMENT PLANS

As an employer, you can use the Program to adopt our profit-sharing
(including a 401(k) feature) or defined contribution pension master plan or
our self-directed prototype plan. You can also have your own
individually-designed plan and use our Pooled Trust as a funding vehicle. See
The Program for additional information on your choices.

<PAGE>

SUMMARY OF FUND EXPENSES

TRANSACTION EXPENSES

Transaction expenses are charges you pay when you buy or sell units of the
Funds.

<TABLE>
<CAPTION>
<S> <C>
Sales Load None
Deferred Sales Charge None
Surrender Fees None
Transfer or Exchange Fee None
</TABLE>

If you annuitize your account, premium taxes and other fees may apply.

ANNUAL FUND OPERATING EXPENSES

Operating expenses for the Funds are paid out of each Fund's assets. The
Growth Equity and Real Estate Funds each pay a management fee to us that
varies based on their respective assets. No management fees are paid to us by
the Aggressive Equity Fund, the ADA Foreign Fund, the Equity Index Fund, or
the Lifecycle Funds. The Program expense charge is based on all assets under
the Program; the Administration Fee is based on Fund assets. Each Fund also
incurs other expenses for services such as printing, mailing, legal, and
similar items. All of these annual fund operating expenses are reflected in
each Fund's unit value. See How We Determine the Unit Value.

These tables illustrate the effect of the charges which are generally
applicable to the Funds. They do not include other charges which are specific
to the various plans such as enrollment fees or record maintenance and report
fees. See Deductions and Charges. Premium taxes may also be applicable. The
expenses shown are based on average Program assets in each of the Funds
during the year ended December 31, 1995, restated to reflect current
applicable fees.

GROWTH EQUITY AND REAL ESTATE FUNDS

<TABLE>
<CAPTION>
INVESTMENT PROGRAM
MANAGEMENT EXPENSE ADMINISTRATION
FEE CHARGE FEE OTHER TOTAL
------------ --------- -------------- ------- -------
<S> <C> <C> <C> <C> <C>
Growth Equity 0.19% 0.66% 0.15% 0.07% 1.07%
Real Estate 1.10 0.66 0.25 0.07 2.08

</TABLE>

AGGRESSIVE EQUITY, ADA FOREIGN AND EQUITY INDEX FUNDS

The Aggressive Equity Fund, the ADA Foreign Fund and the Equity Index Fund
each invest in shares of an underlying mutual fund. The following table
combines the charges and fees which are deducted from each Fund and the
underlying mutual fund. No transaction charges are incurred by the Funds when
shares of the underlying mutual fund are purchased or redeemed, but annual
mutual fund operating expenses are incurred. For a description of charges and
expenses incurred by the underlying mutual funds see their prospectuses.

<PAGE>

<TABLE>
<CAPTION>
INVESTMENT PROGRAM
MANAGEMENT EXPENSE ADMINISTRATION OTHER
FEE CHARGE FEE EXPENSES 12B-1 FEE TOTAL
------------ --------- --------------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Equity
Fund None 0.66% 0.15%(2) 0.20%(7) None 1.01%(2)
MFS Emerging
Growth Fund(1) 0.75% None None 0.33% 0.25% 1.33%
TOTAL 0.75% 0.66% 0.15%(2) 0.53%(7) 0.25% 2.34%(2)
- ----------------- ------------ --------- -------------- ---------- ----------- ----------
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
ADA Foreign Fund None 0.66% 0.15%(4) 0.12%(7) None 0.93%(4)
Templeton Foreign
Fund(3) 0.63% None None 0.27% 0.25% 1.15%
TOTAL 0.63% 0.66% 0.15%(4) 0.39%(7) 0.25% 2.08%(4)
- ----------------- ------- ------- ---------- ---------- ------- ----------
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Equity Index Fund None 0.66% 0.15% 0.63%(7) None 1.44%
Seven Seas S&P 500
Fund(5) 0.10%(6) None None 0.13% 0.06% 0.29%(6)
TOTAL 0.10% 0.66% 0.15% 0.76%(7) 0.06% 1.73%(6)
- ------------------ ---------- ------- ------- ---------- ------- ----------
</TABLE>

(1) Source: The MFS Emerging Growth Fund prospectus dated April 1, 1995.
(2) An annual amount of up to 0.25% will be paid to Equitable Life.
Equitable Life has waived the 0.15% Administration fee applicable to
the Aggressive Equity Fund and will use the payment from MFS Fund
Distributors, Inc. to defray administrative expenses associated with
the Program's operations and to fund Program enhancements. The
agreement and waiver are expected to be in effect for an indefinite
period, but these arrangements are subject to termination by either
party upon notice.
(3) Source: Templeton Foreign Fund prospectus dated January 1, 1996.
(4) An amount equal to the 12b-1 fee charged by Templeton will be paid by
Templeton to Equitable Life for services performed by Equitable for
Templeton. Equitable Life has waived the 0.15% Administration Fee
applicable to the ADA Foreign Fund and will use the payment from
Templeton to defray administrative expenses associated with the
Program's operations and to fund Program enhancements. The agreement
and waiver are expected to be in effect for an indefinite period, but
these arrangements are subject to termination by either party upon
notice.
(5) Source: Seven Seas Series Prospectus dated December 29, 1995.
(6) State Street has voluntarily agreed to waive up to the full amount of
its Advisory Fee of .10% to the extent that total expenses exceed .15%
on an annual basis. This agreement will remain in effect until further
notice. (See Note 5.) If the waiver agreement is terminated, the full
amount of State Street's advisory fee may be assessed and the total
Fund expenses may increase.
(7) Includes expenses incurred in connection with the organization of these
Funds. For the Aggressive Equity Fund, organizational expenses were
$110,846 and are being charged to the Fund in 1996. Organizational
expenses for the ADA Foreign Fund and the Equity Index Fund were
initially paid by us and we are being reimbursed from the Fund over a
five year period. For the ADA Foreign Fund, the organizational expenses
were $46,110 and are being amortized over the period which ends
December 31, 1996. For the Equity Index Fund, organizational expenses
were $33,917 and are being amortized over the period which ends
December 31, 1998.

<PAGE>

LIFECYCLE FUNDS

No transaction charges are incurred by the Lifecycle Funds when units of a
corresponding Lifecycle Fund Group Trust are purchased or redeemed, but
annual operating expenses are incurred by each Lifecycle Fund Group Trust. A
deduction is made from the assets of each Lifecycle Fund Group Trust to
compensate State Street for managing the assets of the Group Trust. State
Street does not receive a fee for managing the assets of the Underlying Funds
in which a Lifecycle Fund Group Trust invests. State Street may receive fees
for managing the assets of other collective investment funds in which the
Funds may be invested on a temporary basis, and for managing the mutual funds
in which assets of the Underlying Funds may be invested. State Street has
agreed to waive its management fee charged each of the Lifecycle Fund Group
Trusts to the extent of the allocable portion of any management fee State
Street charges such other collective investment funds and mutual funds.

Other expenses are deducted from the assets of each Lifecycle Fund Group
Trust and Underlying Fund to pay for costs related to services, such as legal
and auditing, provided directly to each Lifecycle Fund Group Trust. State
Street also receives an administration fee deducted from the assets of each
Lifecycle Fund Group Trust to compensate it for providing various
recordkeeping and accounting services to the Group Trust. In addition, other
expenses are deducted from the assets of the Underlying Funds for custodial
services provided to those Funds.

<PAGE>

The fees and charges which are deducted from the assets of the Lifecycle
Funds, the Lifecycle Fund Group Trusts and the Underlying Funds are
illustrated in the table below. This table does not reflect other charges
which are specific to the various plans participating in the Program, such as
enrollment, record maintenance and reporting fees. See Plan and Transaction
Expenses.

<TABLE>
<CAPTION>
INVESTMENT PROGRAM
MANAGEMENT EXPENSE ADMINISTRATION OTHER
FEE CHARGE FEE EXPENSES TOTAL
- -------------------------- ------------ --------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Lifecycle Fund -
Conservative None 0.66% 0.15% 0.80%(1) 1.51%
Lifecycle Fund
Group Trust -
Conservative 0.17% None 0.04%(2) 0.12%(1&3) 0.33%
Underlying Funds:
S&P 500 Flagship Fund None None None 0.02%(4) 0.02%(5)
Russell 2000 Fund None None None 0.03%(4) 0.03%(5)
Daily EAFE Fund None None None 0.08%(4) 0.08%(5)
Daily Government/Corporate
Bond Fund None None None 0.03%(4) 0.03%(5)
Short Term Investment Fund None None None 0.01%(4) 0.01%(5)
- -------------------------- ------------ --------- ------------ ------------ ----------
</TABLE>

<TABLE>
<CAPTION>
INVESTMENT PROGRAM
MANAGEMENT EXPENSE ADMINISTRATION OTHER
FEE CHARGE FEE EXPENSES TOTAL
- -------------------------- ------------ --------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Lifecycle Fund -
Moderate None 0.66% 0.15% 0.22%(1) 1.03%
Lifecycle Fund
Group Trust -
Moderate 0.17% None 0.04%(2) 0.12%(1&3) 0.33%
Underlying Funds:
S&P 500 Flagship Fund None None None 0.02%(4) 0.02%(5)
Russell 2000 Fund None None None 0.03%(4) 0.03%(5)
Daily EAFE Fund None None None 0.08%(4) 0.08%(5)
Daily Government/Corporate
Bond Fund None None None 0.03%(4) 0.03%(5)
Short Term Investment Fund None None None 0.01%(4) 0.01%(5)
- -------------------------- ------------ --------- ------------ ------------ ----------
</TABLE>

(1) These include a charge at the annual rate of .03% of the value of the
respective assets in the Lifecycle Funds--Conservative and Moderate to
compensate Equitable Life for additional legal, accounting and other
potential expenses resulting from the inclusion of the Lifecycle Fund
Group Trusts and Underlying Funds maintained by State Street among the
Investment Options described in this prospectus and the SAI. Other
expenses also include costs incurred by Equitable Life and State Street
in connection with the organization of the Lifecycle Funds.
Organizational expenses were initially paid by Equitable Life and State
Street and will be reimbursed from the Lifecycle Funds over a five year
period. Organizational expenses were $150,087 and will be amortized,
pro rata based on the assets of each Fund, over the period ending June
30, 2000.
(2) Based on State Street's current fixed fee of $ per year and
estimated average assets for 1996.
(3) Based on State Street's estimated expenses and estimated average assets
for 1996.
(4) Other expenses of the Underlying Funds are based on expenses incurred
by each Fund during 1995.
(5) The fees and charges of the LifeCycle Funds--Conservative and Moderate
are not totalled in the tables because the expense percentages
reflected for the Underlying Funds may change due to the annual review
and revision of the targeted percentage investments by the Group Trust
in the Underlying Funds.

<PAGE>

EXAMPLES

You would pay the following expenses on a $1,000 investment over the time
period indicated for each Fund listed below, assuming a 5% annual rate of
return. The Examples include all annual fund operating expenses listed in the
tables above plus an estimate of average plan and transaction charges over
the time periods indicated for a $1,000 initial investment, assuming the
account is not annuitized. The estimate is computed by aggregating all record
maintenance and report fees and enrollment fees, divided by the average
assets for the same period. See ADA Members Retirement Plan, Prototype
Self-Directed Plan and Individually-designed Plan Fees of this prospectus.
Although the Program has no minimum contribution, the minimum amount that can
be converted to an annuity is $3,500. There are no surrender charges, so the
amounts would be the same, whether you withdraw all or a portion of your
Account Balance.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------- ---------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Growth Equity $ $ $ $
Aggressive Equity
Real Estate
ADA Foreign
Equity Index
Lifecycle--Conservative
- -------------------------- ---------- ----------- ----------- ------------
Lifecycle--Moderate
- -------------------------- ---------- -----------
</TABLE>

The purpose of these tables and examples is to assist you in understanding
the various costs and expenses that will be incurred, either directly or
indirectly, when amounts are invested in the Funds. FUTURE EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN. IN ADDITION, THE 5% RATE OF RETURN IN THE
EXAMPLE IS NOT AN ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE.

<PAGE>

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

(Additional Language to be Supplied) For years prior to 1993, such condensed
financial information was audited by other independent accountants. The
Financial Statements of each of the Funds as well as the Consolidated
Financial Statements of Equitable Life are contained in the SAI. The report
for the Real Estate Fund (Separate Account No. 30 (Pooled)) includes an
explanatory paragraph relating to the appraised valuation of real estate
investments. Information is provided for the period that each Fund has been
available under the Program, but not longer than 10 years.

GROWTH EQUITY FUND: SEPARATE ACCOUNT NO. 4 (POOLED)

<TABLE>
<CAPTION>
------------------------------
INCOME AND EXPENSES
------------------------------
NET
YEAR ENDED EXPENSES INCOME
DEC. 31, INCOME (NOTE A) (LOSS)
<S> <C> <C> <C>
1995 $
-------- ---------- --------
1994 $2.03 (2.03) .00
-------- ---------- --------
1993* $1.97 (1.92) .05
-------- ---------- --------
1992 $1.69 (1.75) (.06)
-------- ---------- --------
1991 $1.50 (1.52) (.02)
-------- ---------- --------
1990 $2.13 (1.16) .97
-------- ---------- --------
1989 $1.88 (1.09) .79
-------- ---------- --------
1988 $1.41 (.84) .57
-------- ---------- --------
1987 $1.35 (.89) .46
-------- ---------- --------
1986 $1.47 (.74) .73
-------- ---------- --------
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
CAPITAL CHANGES OPERATING STATISTICS
--------------------------------------------------- ---------------------------------------------------------
NET REALIZED
AND NUMBER OF
UNREALIZED NET NET ASSET RATIO OF UNITS
GAINS INCREASE VALUE AT NET ASSET OPERATING RATIO OF NET OUTSTANDING PORTFOLIO
(LOSSES) ON (DECREASE) BEGINNING VALUE AT EXPENSES TO INCOME (LOSS) AT END OF TURNOVER
YEAR ENDED INVESTMENTS IN UNIT OF PERIOD END OF AVERAGE NET TO AVERAGE NET PERIOD (IN RATE (NOTE
DEC. 31, (NOTE B) VALUE (NOTE C) PERIOD ASSETS ASSETS 000'S) E)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1995 $ % % %
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1994 (4.23) (4.23) 187.30 $183.07 1.11% .00% 1,441 91%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1993* 29.46 29.51 157.79 $187.30 1.14% .03% 1,431 82%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1992 .92 .86 156.93 $157.79 1.17% (.04)% 1,418 68%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1991 53.07 53.05 103.88 $156.93 1.16% (.02)% 1,350 66%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1990 (14.99) (14.02) 117.90 $103.88 1.10% .92 % 1,295 93%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1989 35.17 35.96 81.94 $117.90 1.07% .78 % 1,399 113%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1988 10.89 11.46 70.48 $ 81.94 1.09% .75 % 1,587 101%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1987 2.92 3.38 67.10 $ 70.48 1.11% .58 % 1,742 121%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1986 7.07 7.80 59.30 $ 67.10 1.09% 1.09 % 1,838 102%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
</TABLE>

AGGRESSIVE EQUITY FUND: SEPARATE ACCOUNT NO. 3 (POOLED)

<TABLE>
<CAPTION>
----------------------------------
INCOME AND EXPENSES
----------------------------------
NET
INVESTMENT
YEAR ENDED EXPENSES INCOME
DEC. 31, INCOME (NOTE A) (LOSS)
<S> <C> <C> <C>
Jan 1-
Nov. 30,
1995
-------- ---------- ------------
1994 $.19 (.43) (.24)
-------- ---------- ------------
1993* $.27 (.42) (.15)
-------- ---------- ------------
1992 $.32 (.40) (.08)
-------- ---------- ------------
1991 $.29 (.33) (.04)
-------- ---------- ------------
1990 $.28 (.21) .07
-------- ---------- ------------
1989 $.29 (.17) .12
-------- ---------- ------------
1988 $.17 (.14) .03
-------- ---------- ------------
1987 $.18 (.17) .01
-------- ---------- ------------
1986 $.15 (.15) .00
-------- ---------- ------------
</TABLE>

<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
CAPITAL CHANGES OPERATING STATISTICS
--------------------------------------------------- ---------------------------------------------------------
NET REALIZED
AND NUMBER OF
UNREALIZED NET NET ASSET RATIO OF RATIO OF NET UNITS
GAINS INCREASE VALUE AT NET ASSET OPERATING INVESTMENT OUTSTANDING PORTFOLIO
(LOSSES) ON (DECREASE) BEGINNING VALUE AT EXPENSES TO INCOME (LOSS) AT END OF TURNOVER
YEAR ENDED INVESTMENTS IN UNIT OF PERIOD END OF AVERAGE NET TO AVERAGE NET PERIOD (IN RATE (NOTE
DEC. 31, (NOTE B) VALUE (NOTE C) PERIOD ASSETS ASSETS 000'S) E)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jan 1-
Nov. 30,
1995
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1994 (1.37) (1.61) 35.30 $33.69 1.27% (.72)% 1,590 94%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1993* 4.42 4.27 31.03 $35.30 1.31% (.49)% 1,536 83%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1992 (1.15) (1.23) 32.26 $31.03 1.33% (.24)% 1,612 71%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1991 14.93 14.89 17.37 $32.26 1.28% (.17)% 1,309 63%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1990 1.22 1.29 16.08 $17.37 1.26% .46 % 644 48%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1989 4.94 5.06 11.02 $16.08 1.22% .86 % 578 92%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1988 .10 .13 10.89 $11.02 1.24% .23 % 626 103%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1987 (.36) (.35) 11.24 $10.89 1.26% .09 % 536 227%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
1986 .08 .08 11.16 $11.24 1.23% .05% 398 162%
------------- ---------- ----------- ----------- ------------- -------------- ------------- -----------
</TABLE>

<PAGE>

CONDENSED FINANCIAL INFORMATION (CONT'D)

ADA FOREIGN FUND: SEPARATE ACCOUNT NO. 191

<TABLE>
<CAPTION>
----------------------------------
INCOME AND EXPENSES
----------------------------------
NET
YEAR ENDED EXPENSES INVESTMENT
DEC. 31, INCOME (NOTE A) INCOME
<S> <C> <C> <C>
1995 $
-------- ---------- ------------
1994 $.50 (.13) .37
-------- ---------- ------------
1993* $.27 (.09) .18
-------- ---------- ------------
Mar.2-
Dec. 31,
1992 $.39 (.08) .31

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

(RESTUBBED TABLE CONTINUED FROM ABOVE)

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

NOTES:

* Prior to July 22, 1993, Equitable Capital Management Corporation
(Equitable Capital) served as the investment adviser to the Funds. On
July 22, 1993, Alliance Capital Management L.P. acquired the business
and substantially all of the assets of Equitable Capital and became the
investment adviser to the Funds.

A. Enrollment, annual administration and actuarial and quarterly record
maintenance and report fees are not included above and did not affect
any Unit Values. Defined benefit plan annual administration and
actuarial and quarterly record maintenance and report fees reduced the
number of Fund Units credited to participants; enrollment fees were
generally deducted from contributions to the Program.

B. See Note 2 to Financial Statements of Separate Account Nos. 4 (Pooled)
and 191, which may be found in the SAI.

C. The Program became available beginning on January 1, 1968. The value
for a Growth Equity Fund Unit was established at $10.00 on that date.
The values for Aggressive Equity, and ADA Foreign Fund Units were
established at $10.00 on May 1, 1985 and $18.07 on February 1, 1991,
respectively, the dates on which those Funds were first made available
under the Program.

D. Annualized basis.

E. As of the close of business on November 30, 1995, all amounts held in
Separate Account No. 3 (Pooled) for the Aggressive Equity Fund were

transferred to Separate Account No. 200 and were invested in Class A
shares of the MFS Emerging Growth Fund.

Income, expenses, gains and losses shown above pertain only to
participants' accumulations attributable to the Program. Other plans
also participate in the Growth Equity Fund and may have operating
results and other supplementary data different from those shown above.

FUND UNIT VALUES

Unit values for the Aggressive Equity Fund (reflecting only the value of
units of Separate Account No. 200), the Equity Index Fund and the Lifecycle
Funds are shown below.

<TABLE>
<CAPTION>
LIFECYCLE
AGGRESSIVE EQUITY INDEX FUND-- LIFECYCLE
UNIT VALUE AS OF: EQUITY FUND FUND CONSERVATIVE FUND-- MODERATE
- ----------------- ------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C>
December 31, 1994 -- $ 9.71 -- --
- ----------------- ------------- ------------ --------------- ---------------
December 31, 1995 $42.62 $13.12 $10.59 $11.01
- ----------------- ------------- ------------ --------------- ---------------
</TABLE>

<PAGE>

REAL ESTATE FUND: Separate Account No. 30 (Pooled)

<TABLE>
<CAPTION>
----------------------------------
INCOME AND EXPENSES
----------------------------------
NET
INVESTMENT
YEAR ENDED EXPENSES INCOME
DEC. 31, INCOME (NOTE A) (LOSS)
- ------------ -------- ---------- ------------
<S> <C> <C> <C>
1995 $
-------- ---------- ------------
1994 0.04 (.24) (.20)
-------- ---------- ------------
1993 0.01 (.24) (.23)
-------- ---------- ------------
1992 0.01 (.25) (.24)
-------- ---------- ------------
1991 0.01 (.26) (.25)
-------- ---------- ------------
1990 0.02 (.27) (.25)
-------- ---------- ------------
1989 0.02 (.25) (.23)
-------- ---------- ------------
1988 0.02 (.24) (.22)
-------- ---------- ------------
1987 0.04 (.22) (.18)
-------- ---------- ------------
Aug. 29-
Dec. 31,
1986 $0.01 (0.07) (0.06)

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

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
CAPITAL CHANGES OPERATING STATISTICS
-------------------------------------------------- ---------------------------------------------------------
NET REALIZED
AND RATIO OF NET NUMBER OF
UNREALIZED NET UNIT VALUE RATIO OF INVESTMENT UNITS
GAINS INCREASE AT UNIT VALUE OPERATING INCOME OR OUTSTANDING PORTFOLIO
(LOSSES) ON (DECREASE) BEGINNING AT END OF EXPENSES TO (LOSS) TO AT END OF TURNOVER
YEAR ENDED INVESTMENTS IN UNIT OF PERIOD PERIOD AVERAGE NET AVERAGE NET PERIOD (IN RATE (NOTE
DEC. 31, (NOTE B) VALUE (NOTE C) (NOTE F) ASSETS ASSETS 000'S) E)
- ------------ ------------- ---------- ----------- ---------- ------------- -------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1995 $ $
------------- ---------- ----------- ---------- ------------- -------------- ------------- -----------
1994 .65 .45 10.44 10.89 2.26% (1.87%) 311 N/A
------------- ---------- ----------- ---------- ------------- -------------- ------------- -----------
1993 .22 (.01) 10.45 10.44 2.26% (2.20%) 408 N/A
------------- ---------- ----------- ---------- ------------- -------------- ------------- -----------
1992 (.38) (.62) 11.07 10.45 2.30% (2.25%) 511 N/A
------------- ---------- ----------- ---------- ------------- -------------- ------------- -----------
1991 (.84) (1.09) 12.16 11.07 2.21% (2.10%) 515 N/A
------------- ---------- ----------- ---------- ------------- -------------- ------------- -----------
1990 .05 (0.20) 12.36 12.16 2.14% (1.96%) 530 N/A
------------- ---------- ----------- ---------- ------------- -------------- ------------- -----------
1989 1.08 0.85 11.51 12.36 2.11% (1.93%) 584 N/A
------------- ---------- ----------- ---------- ------------- -------------- ------------- -----------
1988 .89 0.67 10.84 11.51 2.12% (1.98%) 787 N/A
------------- ---------- ----------- ---------- ------------- -------------- ------------- -----------
1987 .85 0.67 10.17 10.84 2.13% (1.71%) 732 N/A
------------- ---------- ----------- ---------- ------------- -------------- ------------- -----------
Aug. 29-
Dec. 31,
1986 0.23 0.17 10.00 $10.17 2.06% (1.71%) 438 N/A
(Note D) (Note D)
------------- ---------- ----------- ---------- ------------- -------------- -------------
</TABLE>

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

NOTES:

A. Enrollment and quarterly record maintenance and report fees are not
included above and did not affect Real Estate Fund Unit Values.
Quarterly record maintenance and report fees reduced the number of Real
Estate Fund Units credited to participants; enrollment fees were
generally deducted from contributions to the Program.

B. The change in the value of Separate Account No. 8 units owned by the

Account and any realized gains (losses) from the redemption of such
units are included in net realized and unrealized gain on
investments--see Note 2 to Financial Statements of Separate Account No.
30 (Pooled), which may be found in the SAI.

C. The value for a Real Estate Fund Unit was established at $10.00 on
August 29, 1986, the date on which the Fund commenced operations.

D. Annualized basis.

E. The Real Estate Fund invests solely in units of Equitable's Separate
Account Nos. 2A and 8 (Pooled); thus, there is no applicable portfolio
turnover rate for the Real Estate Fund.

F. The Real Estate Fund Unit Values shown above are based on the year-end
values for Separate Account Nos. 2A and 8. However, the Unit Values
used under the Program for determining Account Balances, processing
transactions and calculating performance (including Account Balances,
transactions and performance effected or reported on December 31) are
based on the last Real Estate Fund Unit Value determined in each
relevant period and, therefore, such Unit Values reflect the values of
Separate Account Nos. 2A and 8 as of dates prior to the last day of
such periods.

Income, expenses, gains and losses shown above pertain only to
participants' accumulations attributable to the Program. Other plans
also participate in Separate Account No. 30 (Pooled) and may have
operating results and other supplementary data different from those
shown above.

<PAGE>
INVESTMENT OPTIONS

Ten INVESTMENT OPTIONS are available under the Program. Seven of the
Investment Options are Funds, the Real Estate Fund and six which we call the
Equity Funds. The six Equity Funds are: the Growth Equity Fund, the
Aggressive Equity Fund, the ADA Foreign Fund, the Equity Index Fund, the
Lifecycle Fund--Conservative and the Lifecycle Fund--Moderate. The three
additional Investment Options are guaranteed options: three and five year
Guaranteed Rate Accounts and the Money Market Guarantee Account. See our
separate prospectus for a detailed description of the Equity Index Fund and
the Lifecycle Funds.

THE EQUITY FUNDS

Each of the Equity Funds has a different investment objective that it seeks
to achieve by following specific investment policies. We have the right to
change the investment objectives of the Growth Equity Fund, subject to the
approval of the New York State Insurance Department, although we do not
anticipate making such a change. The investment objectives of the Aggressive
Equity, ADA Foreign, Equity Index and the Lifecycle Funds, including the
choice of the corresponding underlying funds, can only be changed by the
Trustees. THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVES OF ANY OF THE
FUNDS WILL BE MET. See Risks and Investment Techniques--Equity Funds.

THE GROWTH EQUITY FUND

OBJECTIVE. The Growth Equity Fund seeks to achieve long-term growth of
capital by investing in the securities of carefully selected companies we
believe will share in the growth of our nation's economy-- and those of other
leading industrialized countries--over a long period. The Growth Equity Fund
invests in securities of companies of any capitalization but is generally
invested primarily in securities of intermediate to large sized companies.

INVESTMENT POLICIES. The Growth Equity Fund invests primarily in common
stocks. Smaller amounts may be invested in other equity-type securities, such
as convertible preferred stocks or convertible debt instruments. The Growth
Equity Fund may use its assets to make non-equity investments. These could
include non-participating and non-convertible preferred stocks, bonds and
debentures. Some non-equity investments may carry certain equity features
such as conversion or exchange rights or warrants for the acquisition of
stocks of the same or different issuers or participation based on revenues,
sales or profits. If, in light of economic conditions and the general level
of stock prices, it appears that the Fund's investment objectives will not be
met by buying equities, non-equity investment may be substantial. The Fund
may invest up to 10% of its total assets in restricted securities.

The Growth Equity Fund may make temporary investments in government
obligations, short-term commercial paper and other money market instruments,
either directly or through our Separate Account No. 2A. While equity
investments will be made primarily in securities of United States companies
or foreign companies doing substantial business here, up to 15% of the value
of the Fund's assets may be invested in the securities of established foreign
companies without substantial business in the United States. See Risks and
Investment Techniques--Equity Funds for more information on restricted
securities, Separate Account No. 2A, securities of medium and smaller sized
companies, foreign securities, investment concentration, money market
investments and convertible securities.

<PAGE>

THE AGGRESSIVE EQUITY FUND

OBJECTIVE. The Aggressive Equity Fund seeks to achieve long-term growth of
capital by investing in a mutual fund designated by the Trustees, the MFS
Emerging Growth Fund, which will, in turn, invest primarily in companies,
that are early in their life cycle but which have the potential to become
major enterprises (emerging growth companies). There is no assurance that
this objective will be met.

INVESTMENT POLICIES. The Aggressive Equity Fund invests 100 percent of its
assets in Class A shares of the MFS Emerging Growth Fund. Prior to December
1, 1995, the Aggressive Equity Fund invested in our Separate Account No. 3
(Pooled).

THE MFS EMERGING GROWTH FUND. The MFS Emerging Growth Fund's investment
objective is to provide long-term growth of capital. Dividend and interest
income from portfolio securities, if any, is incidental to the Fund's
investment objective of long-term growth of capital.

The Fund's policy is to invest primarily (i.e., at least 80% of its assets
under normal circumstances) in common stocks of companies that are early in
their life cycle but which MFS believes have the potential to become major
enterprises (emerging growth companies). MFS believes that such companies
generally would be expected to show earnings growth over time that is well
above the growth rate of the overall economy and the rate of inflation, and
would have the products, technologies, management, market and other
opportunities which are usually necessary to become more widely recognized as
growth companies. Emerging growth companies can be of any size, and the Fund
may invest in larger or more established companies whose rates of earnings
growth are expected to accelerate because of special factors, such as
rejuvenated management, new products, changes in consumer demand, or basic
changes in the economic environment.

The nature of investing in emerging growth companies involves greater risk
than is customarily associated with investments in more established
companies. Emerging growth companies often have limited product lines,
markets or financial resources, and they may be dependent on one-person
management. In addition, there may be less research available on many
promising small and medium sized emerging growth companies, making it more
difficult to find and analyze these companies. The securities of emerging
growth companies may have limited marketability and may be subject to more
abrupt or erratic market movements than securities of larger, more
established growth companies or the market averages in general. Shares of the
Fund, therefore, are subject to greater fluctuation in value than shares of a
conservative equity fund or of a growth fund which invests entirely in proven
growth stocks.

For further information about the MFS Emerging Growth Fund, including risk
factors, see the MFS Emerging Growth Fund's prospectus and Statement of
Additional Information. Participants and employers should carefully read the
prospectus of the MFS Emerging Growth Fund before they allocate contributions
or transfer amounts to the Aggressive Equity Fund.

The MFS Series Trust II ("Trust") was organized as a Massachusetts business
trust and is registered under the 1940 Act as an open-end management
investment company. As a series mutual fund, the Trust issues shares in
different investment portfolios, one of which is the MFS Emerging Growth
Fund, a diversified series of the Trust. The investment adviser of the MFS
Emerging Growth Fund is MFS.

VOTING RIGHTS. The MFS Emerging Growth Fund does not hold annual meetings of
shareholders. If a meeting of shareholders is held, they may vote on such
matters as election of trustees and any other matters requiring a vote by
shareholders under the 1940 Act. Equitable Life will vote the shares of the
MFS Emerging Growth Fund allocated to the Aggressive Equity Fund in
accordance with instructions received from employers, participants or
trustees, as appropriate, in the Aggressive Equity Fund. Each

<PAGE>

employer, participant or trustee, as appropriate, will be allowed to instruct
Equitable Life on how to vote shares of the MFS Emerging Growth Fund in
proportion to their interest in the Aggressive Equity Fund as of the record
date for the shareholders meeting. Equitable Life will abstain from voting
shares as to which no instructions are received. Employers, participants or
trustees will receive periodic reports relating to the MFS Emerging Growth
Fund and proxy materials together with a voting instruction form, in
connection with shareholders meetings. The costs of soliciting voting
instructions from participants will be borne by the MFS Emerging Growth Fund.

THE ADA FOREIGN FUND

OBJECTIVE. The ADA Foreign Fund invests 100 percent of its assets in shares
of the Templeton Foreign Fund which, in turn, seeks long-term capital growth
through a flexible policy of investing primarily in common stocks of
companies outside the United States. There is no assurance that this
objective will be met.

INVESTMENT POLICIES. The ADA Foreign Fund invests 100 percent of its assets
in shares of the Templeton Foreign Fund. Prior to May 1, 1996, the ADA
Foreign Fund invested approximately 95% of its assets in shares of the
Templeton Foreign Fund and the balance in our Separate Account No. 2A.

TEMPLETON FOREIGN FUND. The Templeton Foreign Fund seeks long-term capital
growth through a flexible policy of investing in stocks and debt obligations
of companies and governments outside the United States. Although the
Templeton Foreign Fund generally invests in common stock, it may also invest
in preferred stock and certain debt securities, rated or unrated, such as
convertible bonds and bonds selling at a discount. The Templeton Foreign Fund
may for temporary defensive purposes invest without limit in U.S. Government
securities, bank time deposits in the currency of any major nation,
commercial paper and repurchase agreements with banks or broker-dealers.

The Templeton Foreign Fund is a portfolio of Templeton Funds, Inc., a series
fund which was incorporated under Maryland law in 1977 and is registered
under the 1940 Act as an open-end diversified management investment company.
As a series mutual fund, Templeton Funds, Inc. issues shares in two
investment portfolios, although the Templeton Foreign Fund is the only
Templeton fund available under the ADA program. The Templeton Foreign Fund
had total net assets of $7.5 billion as of December 31, 1995. The investment
manager of the Templeton Foreign Fund is Templeton Global Advisors Ltd.,
Nassau, Bahamas, an indirect wholly-owned subsidiary of Franklin Resources,
Inc.

For additional information about the Templeton Foreign Fund, including risk
factors, see the Templeton Foreign Fund's prospectus and Statement of
Additional Information. Free copies of those documents may be obtained by
calling an Equitable Life Account Executive. Participants and employers
should carefully read the prospectus of the Templeton Foreign Fund before
they allocate contributions or transfer amounts to the ADA Foreign Fund.

VOTING RIGHTS. Templeton Funds, Inc. is not required under state law to hold
annual meetings of shareholders and may elect not to do so. If a meeting of
shareholders is held, they may vote on such matters as election of directors
and any other matters requiring a vote by shareholders under the 1940 Act.
Equitable Life will vote the shares of the Templeton Foreign Fund allocated
to the ADA Foreign Fund in accordance with instructions received from
employers, participants or trustees, as the case may be, in the ADA Foreign
Fund. Each participant for whom we maintain records and, in other cases, the
employer or trustee, will be allowed to instruct Equitable Life on how to
vote shares of the Templeton Foreign Fund in proportion to his or her
interest in the ADA Foreign Fund as of the record date for the shareholder
meeting. Equitable Life will abstain from voting shares as to which no
instructions are

<PAGE>

received. Participants, employers or trustees, as the case may be, in the ADA
Foreign Fund will receive periodic reports relating to the Templeton Foreign
Fund and proxy material, together with a voting instruction form, in
connection with shareholder meetings. By agreement, the responsibility for
soliciting such voting instructions and the costs of solicitation will be
borne by Templeton Funds, Inc.

THE EQUITY INDEX FUND

OBJECTIVE. The Equity Index Fund seeks to achieve a total return which
parallels that of the Standard & Poor's 500 Composite Stock Price Index (the
"S&P 500 Index") by investing in a mutual fund designated by the Trustees,
the Seven Seas Series S&P 500 Index Fund (a portfolio of The Seven Seas
Series S&P Index Fund -- "The Seven Seas Series Fund"). There is no assurance
that this objective will be met.

INVESTMENT POLICIES. The Equity Index Fund will invest 100 percent of its
assets in shares of the Seven Seas S&P 500 Index Fund.

THE SEVEN SEAS S&P 500 FUND. The Seven Seas S&P 500 Index Fund's investment
objective is to emulate the total return of the S&P 500 Index. The Seven Seas
S&P 500 Index Fund seeks to achieve its objective by investing in all 500
stocks in the S&P 500 Index in proportion to their weighting in the S&P 500
Index. To the extent that all 500 stocks cannot be purchased, the Seven Seas
S&P 500 Index Fund will purchase a representative sample of the stocks listed
in the S&P 500 Index in proportion to their weightings.

The Seven Seas Series Fund was organized as a Massachusetts business trust
and is registered under the 1940 Act as an open-end diversified management
investment company. As a series mutual fund, The Seven Seas Series Fund
issues shares in different investment portfolios, one of which is the Seven
Seas S&P 500 Index Fund. The investment adviser of the Seven Seas S&P 500
Index Fund is State Street.

"S&P 500" IS A TRADEMARK OF STANDARD & POOR'S CORPORATION THAT HAS BEEN
LICENSED FOR USE BY THE SEVEN SEAS SERIES FUND. THE SEVEN SEAS SERIES FUND IS
NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S CORPORATION,
AND STANDARD & POOR'S CORPORATION MAKES NO REPRESENTATION REGARDING THE
ADVISABILITY OF INVESTING IN THE SEVEN SEAS SERIES FUND.

The S&P 500 Index is composed of 500 common stocks which are chosen by
Standard & Poor's Corporation to best capture the price performance of a
large cross-section of the United States publicly traded stock market. The
S&P 500 Index is structured to approximate the general distribution of
industries in the United States economy. The inclusion of a stock in the S&P
500 Index in no way implies that Standard & Poor's Corporation believes the
stock to be an attractive investment, nor is Standard & Poor's a sponsor or
in any way affiliated with the Seven Seas S&P 500 Index Fund or the Equity
Index Fund. The 500 securities, most of which trade on the New York Stock
Exchange, represent approximately 75 percent of the market value of all
common stocks. Each stock in the S&P 500 Index is weighted by its market
capitalization. That is, each security is weighted by its total market value
relative to the total market values of all the securities in the S&P 500
Index. Component stocks included in the S&P 500 Index are chosen with the aim
of achieving a distribution at the index level representative of the various
components of the United States gross national product and therefore do not
represent the 500 largest companies. Aggregate market value and trading
activity are also considered in the selection process. A limited percentage
of the S&P 500 Index may include Canadian securities. No other foreign
securities are eligible for inclusion.

For further information about the Seven Seas S&P 500 Index Fund, including
risk factors, see The Seven Seas Series Fund's prospectus and the related
statement of additional information. Free additional copies

<PAGE>

of The Seven Seas Series Fund prospectus and copies of the related statement
of additional information may be obtained by calling an Equitable Life
Account Executive. Participants and Employers should carefully read the
prospectus of The Seven Seas Series Fund before they allocate contributions
or transfer amounts to the Equity Index Fund.

VOTING RIGHTS: The Seven Seas Series Fund does not hold annual meetings of
shareholders. If a meeting of shareholders is held, they may vote on such
matters as election of trustees and any other matters requiring a vote by
shareholders under the 1940 Act. Equitable Life will vote the shares of the
Seven Seas S&P 500 Index Fund allocated to the Equity Index Fund in
accordance with instructions received from employers, participants or
trustees, as appropriate, in the Equity Index Fund. Each employer,
participant or trustee, as appropriate, will be allowed to instruct Equitable
Life on how to vote shares of the Seven Seas S&P 500 Index Fund in proportion
to their interest in the Equity Index Fund as of the record date for the
shareholder meeting. Equitable Life will abstain from voting shares as to
which no instructions are received. Employers, participants or trustees will
receive periodic reports relating to the Seven Seas S&P 500 Index Fund and
proxy materials together with a voting instruction form, in connection with
shareholder meetings. The costs of soliciting voting instructions from
participants will be borne by the Seven Seas Series Fund.

LIFECYCLE FUNDS--CONSERVATIVE AND MODERATE

Each Lifecycle Fund is a separate account of Equitable Life. Contributions
may be made to the Lifecycle Fund--Conservative and/or the Lifecycle
Fund--Moderate. Each of the Lifecycle Funds invests in a Lifecycle Fund Group
Trust. Each such Group Trust has identical investment objectives and policies
to the Lifecycle Fund to which it relates. In turn each of the Lifecycle Fund
Group Trusts invests in a mix of Underlying Funds.

THE LIFECYCLE FUND GROUP TRUSTS

The Lifecycle Funds Group Trusts are collective investment funds maintained
by State Street. Each Lifecycle Fund Group Trust is organized as a common law
trust under Massachusetts law, and, because of exclusionary provisions, is
not subject to regulation under the 1940 Act.

There are two Lifecycle Fund Group Trusts: the Lifecycle Fund Group
Trust-Conservative and the Lifecycle Fund Group Trust-Moderate. State Street
serves as the trustee and investment manager to each of these Group Trusts.
Each of the Lifecycle Fund Group Trusts attempts to achieve its investment
objective by investing in a mix of underlying collective investment funds
(the Underlying Funds) maintained by State Street and offered exclusively to
tax exempt retirement plans.

LIFECYCLE FUND GROUP TRUST--CONSERVATIVE

OBJECTIVE. The Lifecycle Fund Group Trust--Conservative seeks to provide
current income and a low to moderate growth of capital. There is no assurance
that this objective will be met.

INVESTMENT POLICIES. The Lifecycle Group Trust--Conservative seeks to achieve
its objective by investing 100% of its assets in units of a mix of Underlying
Funds in accordance with certain target percentage weightings. The table
below shows the mix of Underlying Funds targeted by the Lifecycle Fund Group
Trust--Conservative.

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
S&P 500 Flagship Fund ...................15%
Russell 2000 Fund ....................... 5%
Daily EAFE Fund ......................... 10%
Daily Government/Corporate Bond Fund ... 50%
Short Term Investment Fund .............. 20%
</TABLE>

The target percentages shown above are reviewed annually by the ADA Trustees
and may be revised as recommended, subject to State Street's approval. State
Street, as investment manager of the Lifecycle Fund Group
Trust--Conservative, from time to time makes adjustments in the mix of
Underlying Funds, as needed to maintain, to the extent practicable, the
target percentages in each of the Underlying Funds.

LIFECYCLE FUND GROUP TRUST--MODERATE

OBJECTIVE. The Lifecycle Fund Group Trust--Moderate seeks to provide growth
of capital and a reasonable level of current income. There is no assurance
that this objective will be met.
INVESTMENT POLICIES. The Lifecycle Fund Group Trust--Moderate seeks to
achieve its investment objective by investing 100% of its assets in units of
a mix of Underlying Funds in accordance with certain target percentage
weightings. The table below shows the mix of Underlying Funds targeted by the
Lifecycle Fund Group Trust--Moderate.

<TABLE>
<CAPTION>
<S> <C>
S&P 500 Flagship Fund ................... 35%
Russell 2000 Fund ....................... 10%
Daily EAFE Fund ......................... 15%
Daily Government/Corporate Bond Fund ... 30%
Short Term Investment Fund .............. 10%
</TABLE>

The target percentages shown above are reviewed annually by the ADA Trustees
and may be revised as recommended, subject to State Street's approval. State
Street, as investment manager of the Lifecycle Fund Group Trust--Moderate,
from time to time makes adjustments in the mix of Underlying Funds, as needed
to maintain, to the extent practicable, the target percentages in each of the
Underlying Funds.

THE UNDERLYING FUNDS

Like the Lifecycle Fund Group Trusts, the Underlying Funds are collective
investment funds maintained by State Street and offered exclusively to tax
exempt retirement plans. Unlike the Lifecycle Fund Group Trusts, however,
which are available only under the ADA Program, the Underlying Funds may
receive contributions from other tax exempt retirement plans.

For a description of the Underlying Funds in which the Lifecycle Fund Group
Trusts invest, see our separate prospectus for the Lifecycle Funds --
Conservative and Moderate.

RISKS AND INVESTMENT TECHNIQUES--EQUITY FUNDS

You should be aware that any investment in securities carries with it a risk
of loss. The investment objective and policies of the Growth Equity Fund may
affect the return of the Fund. Additionally, there are market and financial
risks inherent in any securities investment. By market risks, we mean factors
which do not necessarily relate to a particular issuer but which affect the
way markets, and securities within those markets, perform. We sometimes
describe market risk in terms of volatility, that is, the range and frequency
of market value changes. Market risks include such things as changes in
interest rates, general economic conditions and investor perceptions
regarding the value of debt and equity securities.

<PAGE>

By financial risks we mean factors associated with a particular issuer which
may affect the price of its securities, such as its competitive posture, its
earnings and its ability to meet its debt obligations. The risk factors and
investment techniques associated with the Growth Equity Fund are stated
below.

See the prospectuses and Statements of Additional Information for the MFS
Emerging Growth Fund, Templeton Foreign Fund and the Seven Seas S&P 500 Fund
for additional information on the special risks of investment in these funds
through the Aggressive Equity Fund, the ADA Foreign Fund and the Equity Index
Fund, respectively, and see our separate prospectus for information on the
special risks of investing in the Equity Index and Lifecycle Funds.

FOREIGN SECURITIES. The Growth Equity Fund may make a limited portion of its
investments in the securities of established foreign companies which do not
do substantial business in the United States. For many foreign securities,
there are dollar-denominated American Depository Receipts (ADRs), which are
traded in the United States on exchanges or over-the-counter, and are issued
by domestic banks. The Fund may invest in foreign securities directly and
through ADRs and may hold some foreign securities outside of the US. ADRs do
not lessen the foreign exchange risk inherent in investing in the securities
of foreign issuers. However, by investing in ADRs rather than directly in
foreign issuers' stock, the Fund will avoid currency risks during the
settlement period for either purchases or sales. Foreign investments may
involve risks not present in domestic investments, such as changes in the
political or economic climate of countries in which companies do business.
Foreign securities may be less liquid or subject to greater price volatility
than securities of domestic issuers, and foreign accounting, auditing and
disclosure standards may differ from domestic standards. There may be less
regulation in foreign countries of stock exchanges, brokers, banks, and
listed companies than in the United States. The value of foreign investments
may rise or fall because of changes in currency exchange rates or exchange
controls.

RESTRICTED SECURITIES. The Growth Equity Fund may make investments in
restricted securities. Restricted securities are generally less liquid than
registered securities and market quotations for such securities may not be
readily available. The Fund may not be able to sell restricted securities
except pursuant to registration under applicable Federal and State securities
laws or pursuant to Securities and Exchange Commission rules which limit
their sale to certain purchasers and may require that they be held by the
Funds for a specified period of time prior to resale. Because of these
restrictions, at times the Fund may not be readily able to sell them at fair
market value.

SECURITIES OF MEDIUM AND SMALLER SIZED COMPANIES. In addition to large sized
companies, the Growth Equity Fund may invest in securities of medium and
smaller sized companies. For this purpose the term medium and smaller sized
companies means companies with $500 million to $1.5 billion in
capitalization. Medium and smaller sized companies may be dependent on the
performance of only one or two products. Such companies may be vulnerable to
competition from larger companies with greater resources and to economic
conditions affecting their market sector. Therefore, consistent earnings may
not be as likely in small companies as in large companies. Such companies may
also be more dependent on access to equity markets to raise capital than
larger companies with greater ability to support debt. Small and medium sized
companies may be new, without long business or management histories, and
perceived by the market as unproven. Their securities may be held primarily
by insiders or institutional investors, which may have an impact on
marketability. The price of these stocks may rise and fall more frequently
and to a greater extent than the overall market.

INVESTMENT CONCENTRATION. From time to time, the equity holdings in the
Growth Equity Fund may be concentrated in the securities of a relatively
small number of issuers. In no event will an investment be made for the Fund
in the securities of one issuer if such investment would cause more than 10%
of the

<PAGE>

book value of the Growth Equity Fund to be invested in the securities of that
issuer, and no investment will be made for the Fund if such investment would
cause more than 40% of the book value of the Fund to be invested in the
securities of four or fewer issuers. This strategy of investment
concentration may increase an investor's risk of loss in the event of a
decline in the value of one of these securities. As of December 31, 1995,
% (of market value) of the Growth Equity Fund was held in the stocks of
four issuers. See Separate Account No. 4 (Pooled) Statement of Investments
and Net Assets in the SAI.

MONEY MARKET INVESTMENTS. The Growth Equity Fund may make temporary
investments in government obligations, short-term commercial paper and other
money market instruments. They may buy these directly or acquire units in our
Separate Account No. 2A. We maintain Separate Account No. 2A to provide a
more efficient means for certain of our separate accounts to invest cash
positions on a pooled basis at no additional cost. Separate Account No. 2A
seeks to obtain a high level of current income, preserve its assets and
maintain liquidity. It invests only in short-term securities which mature in
60 days or less from the date of purchase or which are subject to repurchase
agreements requiring repurchase in 60 days or less. In repurchase agreements,
Separate Account No. 2A buys securities from a seller, usually a bank or
brokerage firm, with the understanding that the seller will repurchase the
securities at a higher price at a future date. Such transactions afford an
opportunity for Separate Account No. 2A to earn a fixed rate of return on
available cash at minimal market risk, although the account may be subject to
various delays and risks of loss if the seller is unable to meet its
obligation to repurchase. Units in Separate Account No. 2A are not registered
under the Securities Act of 1933.

The kinds of direct investments the Fund makes in money market instruments
will be payable only in United States dollars and will consist principally of
securities issued or guaranteed by the United States Government or one of its
agencies or instrumentalities, negotiable certificates of deposit, bankers'
acceptances or bank time deposits, repurchase agreements (covering securities
issued or guaranteed by the United States Government or one of its agencies
or instrumentalities, certificates of deposit or bankers' acceptances),
commercial paper that is rated Prime-1 by Moody's Investors Service
("Moodys") or A-1 or A-1 Plus by Standard & Poor's Corporation ("S&P"),
unrated commercial paper, master demand notes or variable amount floating
rate notes of any issuer that has an outstanding issue of unsecured debt that
is currently rated Aa or better by Moody's or AA or better by S&P, and any
debt securities issued or guaranteed by an issuer, which is currently rated
Aa or better by Moody's or AA or better by S&P, with less than one year to
maturity. Such investments may include Eurodollars, certificates of deposit
and commercial paper issued by Schedule B Banks.

CONVERTIBLE SECURITIES. The Growth Equity Fund may invest in convertible
preferred stocks or convertible debt instruments. Convertible securities
contain both debt and equity features. Because of their debt element, they
may provide some protection when stock prices decline. Nevertheless,
convertible securities may lose significant value in periods of extreme
market volatility.

HOW WE CALCULATE THE VALUE OF AMOUNTS ALLOCATED TO THE EQUITY FUNDS

CONTRIBUTIONS AND TRANSFERS: PURCHASE OF FUND UNITS. The portion of each
contribution or transfer allocated to an Equity Fund will be used to purchase
Units. Your interest in each Fund is represented by the value of the Units
credited to your Account for that Fund. The number of Units purchased by a
contribution or transfer to a Fund is calculated by dividing the amount
allocated by the Unit Value calculated as of the close of business on the day
we receive your contribution or transfer instruction. The number of Units
credited to your Account will not vary because of any subsequent fluctuation
in the Unit Value, but the value of a Unit fluctuates with the investment
experience of the Fund. In other words, the Unit Value will reflect the
investment income and realized and unrealized capital gains and losses of
that Fund as well as the deductions and charges we make to the Fund.

<PAGE>

HOW WE DETERMINE THE UNIT VALUE. We determine the Unit Value for each Equity
Fund at the end of each business day. The Unit Value for each Fund is
calculated by first determining a gross unit value, which reflects only
investment performance, and then adjusting it for Fund expenses to obtain the
Fund Unit Value. We determine the gross unit value by multiplying the gross
unit value for the preceding business day by the net investment factor for
that subsequent business day (for the Growth Equity Fund we also subtract any
audit and custodial fees). We calculate the net investment factor as follows:

o First, we take the value of the Fund's assets at the close of business on
the preceding business day.

o Next, we add the investment income and capital gains, realized and
unrealized, that are credited to the assets of the Fund during the business
day for which we are calculating the net investment factor.

o Then we subtract the capital losses, realized and unrealized, charged to
the Fund during that business day.

o Finally, we divide this amount by the value of the Fund's assets at the
close of the preceding business day.

The Fund Unit Value is calculated on every business day by multiplying the
Fund Unit Value for the last business day of the previous month by the net
change factor for that business day. The net change factor for each business
day is equal to (a) minus (b) where:

(a) is the gross unit value for that business day divided by the gross unit
value for the last business day of the previous month; and

(b) is the charge to the Fund for that month for the daily accrual of fees
and other expenses times the number of days since the end of the preceding
month.

For information on how we value the assets of the Equity Funds, see the SAI.

The Aggressive Equity Fund's investments in the MFS Emerging Growth Fund, the
ADA Foreign Fund's investment in the Templeton Foreign Fund and the Equity
Index Fund's investment in the Seven Seas S&P 500 Index Fund will be valued
at the underlying mutual fund's net asset value per share.

The investments made by each of the Lifecycle Funds in units of the
corresponding Lifecycle Fund Group Trust will be valued at the net asset
value of the units of such Lifecycle Fund Group Trust. Investments made by
each Lifecycle Fund Group Trust in the Underlying Funds will be valued at the
Underlying Fund's net asset value per unit. The units of each Underlying Fund
are valued daily. For a more detailed description of how the Underlying Funds
are valued, see our separate prospectus for the Lifecycle Funds --
Conservative and Moderate.

<PAGE>

THE REAL ESTATE FUND

REAL ESTATE FUND OBJECTIVES AND INVESTMENT POLICIES

OBJECTIVE. The Real Estate Fund, Separate Account No. 30, invests primarily,
though not exclusively, in units of our Separate Account No. 8 (the "Prime
Property Fund"), which in turn invests primarily in real property. The Prime
Property Fund seeks to achieve a stable rate of return over an extended
period of time through rental income and appreciation of real property
values. In addition, the Real Estate Fund seeks to maintain a level of
liquidity consistent with anticipated distributions and transfers. The Real
Estate Fund's liquid assets typically range from 0 to 10% of its total
assets, although the actual level of liquidity will depend on contributions,
distributions and transfers. See Special Risks Related to the Real Estate
Fund. THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVES OF THE REAL ESTATE
FUND OR OF PRIME PROPERTY FUND WILL BE MET.

INVESTMENT POLICIES OF PRIME PROPERTY FUND. Prime Property Fund seeks the
acquisition and long-term ownership of high-grade, income-producing real
property. Prime Property Fund seeks to invest in properties that are located
in strong rental markets and have continuous potential for resale. Properties
are located throughout the United States. The distribution of investments by
property type and by location of properties is expected to change from time
to time. For additional information about the distribution of investments,
see Prime Property Fund Investments in the SAI.

In selecting a property for Prime Property Fund, we consider its location,
potential income stream, cost, potential for increasing rental income and
capital appreciation, resale marketability and architectural and other
physical attributes. We also evaluate the risks, including environmental
risks, involved with the property, as well as the probability and potential
impact of changes in the local economy. There are no limits as to how much
Prime Property Fund can invest in any one property. Currently, however, we do
not intend to invest more than 10% of Prime Property Fund's assets in any one
property. Prime Property Fund may invest in construction and mortgage loans
receivable and notes receivable. Mortgages may be accepted as partial
consideration for properties sold.

Prime Property Fund acquires both existing and developmental properties.
Prime Property Fund will also enter into forward commitments, under which it
agrees to purchase a property upon completion of construction or leasing.
Prime Property Fund does not currently expect to invest more than 10% of its
assets in developmental properties.

Prime Property Fund participates in joint ventures, particularly with regard
to large properties. In general, co-venturers will be real estate developers,
and joint ventures with them may involve property development projects. We
seek to form joint ventures with persons and companies who, because of our
experience with them or investigation into their financial condition and
business history, we regard as experienced and financially responsible. Prime
Property Fund may issue construction and mortgage loans on a fixed or
variable rate basis in connection with joint ventures in which it
participates. If Prime Property Fund issues fixed rate loans, it may seek to
stabilize the market value of such loans by engaging in interest rate hedging
transactions, to the extent permitted under applicable regulatory
requirements.

Prime Property Fund may use mortgage financing to acquire properties, may
mortgage properties after acquisition, may acquire properties subject to
mortgages and may enter into joint ventures or other arrangements that
require mortgage financing. There is no limit on mortgage indebtedness with
respect to any one property. Prime Property Fund may also borrow money in
order to acquire new properties or improve existing investments. These
borrowings may have recourse to wholly-owned properties or may be secured by
the general credit of the Fund and thus have recourse to the entire Fund.
During the period

<PAGE>

from 1986 through 1995 Prime Property Fund's total borrowings secured by
wholly-owned properties ranged from 6.2% to 15.7% of the total portfolio
value. Properties held by joint ventures may also be mortgaged. For more
information regarding borrowings secured by wholly-owned properties see Prime
Property Fund Investments in the SAI. Prime Property Fund may borrow in order
to provide working capital for repairs and improvements and to meet other
cash flow requirements. Prime Property Fund does not borrow in order to meet
investors' withdrawal requests.

Consistent with Prime Property Fund's investment objectives, it may engage in
transactions and invest in properties other than or in addition to those
described above.

Prime Property Fund does not seek a specified holding period for the
properties it acquires. Prime Property Fund will buy and sell properties at
any time; in general, however, it seeks to hold properties for long-term
investment.

Most properties are managed by us or our affiliates. At December 31, 1995
independent managing and leasing agents managed properties representing
approximately % of aggregate appraised values.

INVESTMENT RISKS RELATED TO PRIME PROPERTY FUND. Prime Property Fund is
subject to the risks generally incident to the ownership of real property.
These include the uncertainty of cash flow, the need to meet fixed and other
obligations, shifts in real estate markets in general and in local markets in
particular, adverse changes in economic and social conditions, including
demographic trends, changes in operating expenses, including real estate
taxes, changes in tax, zoning, building, environmental and other laws, losses
due to nonpayment of rent, other uninsured losses and other risks beyond our
control. However, we believe that the large number of properties held in
Prime Property Fund and their geographic and use diversification provide a
measure of protection against these risks.

Investments in developmental properties are subject to additional risks,
which include cost overruns, construction delays, difficulties in finding
suitable tenants and delays in fully renting the property. Joint ventures may
be vulnerable to losses as a result of a joint venturer's financial
difficulties. In addition, the joint venturer may at times have objectives
that are contrary to those of Prime Property Fund. Construction loans may be
vulnerable to losses due to a developer's financial difficulties. In general,
construction loans will not be personal obligations of the borrower, and
Prime Property Fund will look solely to the underlying property in case of
default. Other liens such as mechanics' liens may have priority over Prime
Property Fund's security interest in the property.

INVESTMENT POLICIES RELATED TO LIQUID ASSETS. A portion of the Real Estate
Fund assets may be held in liquid assets. The portion of the Fund for which
liquidity is the investment objective may be invested in units of our
Separate Account No. 2A. See Money Market Investments under Risks and
Investment Techniques--Equity Funds. In addition, the Real Estate Fund may
invest directly in government obligations, short-term commercial paper and
other money market instruments of the types described above. Prime Property
Fund may also invest in these short-term securities directly or through
investment in units of Separate Account No. 2A. The Real Estate Fund seeks to
hold enough liquid assets to provide for expected withdrawals. These holdings
could, however, tend to reduce the investment performance of the Fund as
compared to that of Prime Property Fund or a fund fully invested in real
estate.

<PAGE>

SPECIAL RISKS RELATED TO THE REAL ESTATE FUND

LIQUIDITY. There is no assurance that the Real Estate Fund will have
sufficient liquidity to make distributions and transfers when requested under
the Program or when required by law. From 1991 to June 1994 the Real Estate
Fund was using substantially all of its available cash flow and liquid assets
to pay participant withdrawal requests, and withdrawals were being delayed in
accordance with the procedures described below. As of the date of this
prospectus, the Real Estate Fund has sufficient liquidity and is paying
participant withdrawals on a current basis.

IN LIGHT OF THE RISKS AND POSSIBLE ILLIQUIDITY OF AN INVESTMENT IN THE REAL
ESTATE FUND, YOU AS AN INDIVIDUAL PARTICIPANT SHOULD CONSIDER LIMITING THE
AMOUNT YOU ALLOCATE TO IT, PARTICULARLY AS YOU NEAR RETIREMENT. In
considering this matter, you should take into account the other assets in
your investment portfolio, both in your plan and elsewhere, and the
distributions you anticipate taking from your plan in the foreseeable future.

If the Real Estate Fund does not have enough liquid assets to pay all
requested withdrawals, it will withdraw some or all of its interest from
Prime Property Fund. We may postpone withdrawals from Prime Property Fund,
however, for such time as we reasonably consider necessary to obtain the
amount to be withdrawn or to protect the interests of other participants in
Prime Property Fund. Withdrawals from Prime Property Fund have been
restricted from time to time. See Procedures for Withdrawals, Distributions
and Transfers--Special Rules for Distributions and Transfers from the Real
Estate Fund in the SAI.

INSURANCE RISKS. We believe that our casualty insurance would provide
adequate compensation for accidental loss of property value. A possible
exception would be loss in California resulting from earthquake; our
insurance against such loss is limited to $80 million per occurrence and $80
million aggregate annually for all our California properties, including Prime
Property Fund properties. We believe that the amount of earthquake insurance
we carry is reasonable in light of the types of coverage available at
acceptable prices. Prime Property Fund's properties are also covered under an
umbrella liability policy that we believe is adequate for the portfolio in
view of the types of coverage currently available at acceptable prices.

CONFLICTS OF INTEREST RELATED TO PRIME PROPERTY FUND

ACQUISITION OF PROPERTIES. Our wholly-owned subsidiary, Equitable Real Estate
Investment Management, Inc. (Equitable Real Estate) is responsible for
advising us as to all our real property acquisitions, management and sales.
See Investment Management of the Real Estate Fund. We and Equitable Real
Estate make acquisitions for ourselves and for our clients, including Prime
Property Fund. Before acquisition, properties are allocated among Prime
Property Fund, our other separate accounts (both pooled and single-client
accounts), our general account, Equitable Real Estate's own account, our
investment advisory account and Equitable Real Estate's advisory accounts.

We seek to allocate properties among the accounts based on the accounts'
investment policies, size, liquidity and diversification requirements,
current availability of funds, current portfolio holdings and annually
established investment goals. Equitable Real Estate's recommendations as to
the allocation of properties are reviewed and approved by the Investment
Committee of our Board of Directors. With limited exceptions, the Investment
Committee has final authority over the acquisition and allocation of
investment properties for all of our accounts.

Two or more of those accounts may share some of those properties. Prime
Property Fund does not now share any properties with any of our other
accounts. It may do so in the future, however. Sharing real estate could give
rise to situations in which our accounts have conflicting interests.

<PAGE>

MANAGEMENT OF PROPERTIES. In certain cases, we or our affiliates may manage
some of the properties held in Prime Property Fund. Pursuant to an exemption
issued by the United States Department of Labor, we are permitted to charge
market level fees, including a profit, for on-site management and leasing
services we provide to properties in Prime Property Fund. During 1995,
Equitable Real Estate received payments of $ million for these types of
services.

We may have interests in properties held in our general account or in other
accounts we manage that may be affected by the acquisition, operations or
sale of Prime Property Fund properties.

APPRAISAL OF PROPERTIES. The portfolio value for the Real Estate Fund depends
heavily on the estimated market values of properties held by Prime Property
Fund. Those estimates are based on our periodic reappraisals of the
properties. Our fees will tend to increase as those appraised values
increase. There is no assurance that any of the properties will ultimately be
sold for their appraised values. See How We Calculate the Value of Amounts
Allocated to the Real Estate Fund.

SALE OF PROPERTIES. We may postpone withdrawals from Prime Property Fund
under certain circumstances within our discretion (see Special Risks related
to the Real Estate Fund), which may include a reasonable determination not to
sell properties. Our fees depend on the aggregate value of net assets held in
Prime Property Fund.

HOW WE CALCULATE THE VALUE OF AMOUNTS ALLOCATED TO THE REAL ESTATE FUND

CONTRIBUTIONS AND TRANSFERS: PURCHASE OF REAL ESTATE FUND UNITS. The Real
Estate Fund accepts contributions and transfers only one day each month. All
amounts transferred from other Investment Options or contributed directly to
the Real Estate Fund will first be placed in the Money Market Guarantee
Account and designated for investment in the Real Estate Fund. On the next
day on which the Real Estate Fund accepts contributions, the amount
designated for the Real Estate Fund, plus accrued interest, will be used to
purchase Units in the Real Estate Fund. The Real Estate Fund accepts
contributions as of the day its Unit Value is determined. If you wish to
change your mind about contributing to the Real Estate Fund, you may do so
before your contribution is transferred to the Real Estate Fund by sending us
written instructions that the money being held in the Money Market Guarantee
Account is no longer designated for investment in the Real Estate Fund. You
should enclose a transfer form telling us where that money is to be
allocated. We must receive your instructions by the close of business on the
day the transfer is to occur in order for them to be effective. The transfer
date will vary from month to month; therefore, we cannot ensure that your
instructions will be effective unless we receive them by the first day of the
month.

The day on which the Real Estate Fund's Unit Value is determined depends each
month on the day on which the value of Prime Property Fund is known. Prime
Property Fund is valued only once each month, as of the last business day of
the month. However, that value is normally not known until several days later
because financial data must be calculated and reported from properties
located throughout the country. When this process is completed, Units of the
Real Estate Fund are valued. During the period between the end of the month
and the day on which the Real Estate Fund Units are valued, which normally
ranges from five to ten days, the value of Prime Property Fund real estate
assets from the end of the preceding month may change, income will accrue and
expenses will be incurred. As a result, the procedure described above will
tend to favor Real Estate Fund Units being purchased to the extent that there
have been net increases in the value of the underlying net assets between the
end of the month and the date of the valuation. It will have the opposite
effect to the extent of any decreases in the net assets during this period.

LIQUIDATION OF REAL ESTATE FUND UNITS. UNITS IN THE REAL ESTATE FUND MAY BE
LIQUIDATED ONLY AFTER THE END OF EACH CALENDAR QUARTER. The liquidation will
occur after we know the value of Prime Property Fund

<PAGE>

for the last day of that quarter and have determined the value of Real Estate
Fund Units, which normally occurs five to ten days into the succeeding month.
If you are taking a distribution or transfer from the Real Estate Fund, the
amount distributed will not reflect any change in the value of Prime Property
Fund assets attributable to the period between the last day of the quarter
and the day your redemption occurs. To the extent that the value increases
during that period, this will tend to disadvantage the person liquidating
Units and to favor the holders of the remaining Units.

HOW WE DETERMINE THE UNIT VALUE. We determine the Unit Value for the Real
Estate Fund once each month, generally as of the close of business on the
first business day after the day the unit value for Prime Property Fund is
known. We first determine the gross unit value, which is equal to (a) plus
(b) plus (c) divided by (d), where

(a) is the aggregate value of all units of Prime Property Fund held by the
Real Estate Fund determined as of the last business day of the preceding
month;

(b) is the aggregate value of all units of Separate Account No. 2A and cash
or cash equivalents held by the Real Estate Fund, determined as of the close
of business on the day the Real Estate Fund Unit Value is known;

(c) is the net value of all other assets and liabilities of the Real Estate
Fund, determined as of the close of business on the day the Real Estate Fund
Unit Value is known; and

(d) is the total number of Real Estate Fund Units outstanding.

To obtain the Real Estate Fund Unit Value, we then adjust this gross unit
value for Fund fees and other expenses at rates equal to 1/12 of the annual
rates. See Deductions and Charges.

Once we determine the Unit Value, it remains constant until set again the
following month. Thus, any transactions that occur between determination
dates (such as the withdrawal of fees) are processed using the Unit Value
determined earlier that month.

<PAGE>

THE GUARANTEED OPTIONS

Contributions allocated to the Guaranteed Rate Accounts are invested through
and guaranteed by major insurance companies. Contributions allocated to the
Money Market Guarantee Account are backed by amounts held in Separate Account
No. 43 (described below) and are guaranteed by Equitable Life's general
account. The general accounts of Equitable Life and other major insurance
companies support each company's respective insurance and annuity guarantees
as well as their general obligations. The companies' general accounts, as
part of their insurance and annuity operations, are subject to insurance laws
and regulations of all jurisdictions in which they are authorized to do
business. Because of applicable exemptive and exclusionary provisions,
interests in or guaranteed by the general accounts have not been registered
under the Securities Act of 1933 (the "1933 Act") nor are the general
accounts investment companies under the the 1940 Act. Accordingly, neither
the general accounts of Equitable Life or of any other major insurance
company nor any interests therein, are subject to regulation under the 1933
Act or the 1940 Act, and we have been advised that the staff of the
Securities and Exchange Commission has not made a review of the disclosures
which are included in this prospectus for your information and which relate
to the general accounts of Equitable Life and other major insurance companies
and the Guaranteed Options. These disclosures, however, may be subject to
certain generally applicable provisions of the federal securities laws
relating to the accuracy and completeness of statements made in prospectuses.

GUARANTEED RATE ACCOUNTS

NEW YORK LIFE GUARANTEES--NEW GUARANTEED RATE ACCOUNTS. For approximately a
one-year period beginning August 2, 1995, all monies allocated to the
Guaranteed Rate Accounts (GRAs) have been and will be invested through two
group annuity contracts issued to the Trustees by New York Life Insurance
Company ("New York Life"). These GRAs will remain invested with New York Life
through maturity. At the end of the one-year period the Trustees may renew
the arrangement with New York Life to provide the Program GRAs or they may
arrange for other carriers to provide them. Call your Account Executive at
that time for further information. All GRAs opened prior to August 2, 1995
will remain invested through maturity with the carrier that provided that
GRA. Withdrawals, transfers, reallocations on maturity and benefit
distributions from GRAs provided by other carriers are subject to Equitable
Life's receipt of the proceeds of such GRA from such other carriers.

All references in this prospectus and in the SAI to "The Guaranteed Rate
Accounts" or to a "GRA" or "GRAs" shall be deemed to refer to the GRAs
provided by New York Life or any other carrier which previously provided or
may in the future provide Program GRAs, as appropriate.

New York Life is a New York mutual life insurance company with its Home
Office located at 51 Madison Ave, New York, New York 10010. Founded in 1845,
New York Life is a Fortune 100 company with assets of approximately $59
billion held in its general account as of December 31, 1995. New York Life
and its subsidiaries had assets under management as of December 31, 1995 of
approximately $74 billion.

THE GUARANTEES. Contributions to the GRAs are credited until maturity with
the interest rate in effect on the date of receipt. The rate is expressed as
an effective annual rate, reflecting daily compounding and the deduction of
applicable asset-based fees. See Deductions and Charges. GRAs with maturities
of approximately three and approximately five years are available under the
Program. AMOUNTS ALLOCATED TO A GRA MAY GENERALLY NOT BE REMOVED PRIOR TO
MATURITY. New guaranteed rates are offered each Wednesday and are available
for a seven-day period. Interest accrues from the day after your contribution

<PAGE>

or transfer is credited through the maturity date of the GRA, which is either
approximately three or approximately five years from the end of the seven-day
offering period. The amount of your contributions and the interest credited
is guaranteed subject, however, to any penalties applicable upon premature
withdrawal. See Premature Withdrawals and Transfers from a GRA in the SAI for
a description of these penalties and when they apply. You may call us to
obtain the current GRA rates. For a discussion of maturing GRAs, see Maturing
GRAs in the SAI.

PREMATURE WITHDRAWALS AND TRANSFERS. You may transfer amounts from other
Investment Options to a GRA at the current guaranteed rate at any time. You
may not make transfers from one GRA to another or from a GRA to one of the
other Investment Options except at maturity. Likewise, you may not remove
amounts from a GRA prior to maturity in order to obtain a plan loan, to make
a hardship or in-service withdrawal, to receive benefits from a terminated
plan or to transfer amounts to a new plan. Withdrawals from GRAs may be made
before maturity if you are disabled, you attain age 70 1/2 , or you die.
Certain other withdrawals from a GRA prior to maturity are permitted, but may
be subject to a penalty. See Procedures for Withdrawals, Distributions and
Transfers--Premature Withdrawals and Transfers from a GRA in the SAI.

MONEY MARKET GUARANTEE ACCOUNT

WE GUARANTEE THE MONEY MARKET GUARANTEE ACCOUNT. We guarantee the amount of
your contributions and the interest credited to the Money Market Guarantee
Account. We maintain Separate Account No. 43 (described below) in connection
with these guarantees. All amounts held in the Money Market Guarantee Account
are credited with the same rate of interest. The rate changes monthly and is
expressed as an effective annual rate, reflecting daily compounding and the
deduction of applicable asset-based fees. The rate will approximate the
average over each calendar year of money market funds considered "domestic
prime," that is, funds with the highest quality investments offered to
investors, plus an amount which approximates the average expenses deducted
from such funds, less .15% and the applicable Program Expense Charge. See
Deductions and Charges. Call us to obtain the current monthly rate. On
January 1 each year we set an annual minimum interest rate for this Account.
The minimum guaranteed interest rate for 1996 is 2.5% (before applicable
asset-based fees).

SEPARATE ACCOUNT NO. 43. We will hold assets in Separate Account No. 43
sufficient to pay all principal and accrued interest under the Money Market
Guarantee Account option, less applicable fees, in accordance with provisions
of the New York Insurance Law which govern the operation of Separate Account
No. 43. These provisions generally require that assets held in Separate
Account No. 43 be valued at cost and not at market value. In accordance with
the New York Insurance Law, the assets which we are required to hold in
Separate Account No. 43 attributable to ADA participants will only be
available to Program participants who have allocated amounts to the Money
Market Guarantee Account and may not be used to satisfy obligations that may
arise out of any other business we conduct. We have the right to remove
assets from Separate Account No. 43 that are in excess of those attributable
to the combined account values of all ADA participants.

Your principal and accrued interest under the Money Market Guarantee Account
will not fluctuate with the value of the assets we hold in Separate Account
No. 43 and are guaranteed by us and backed by our general account assets. If
the assets in Separate Account No. 43 prove insufficient to provide for
payment of all principal and accrued interest under the Money Market
Guarantee Account, we will transfer additional assets into Separate Account
No. 43 to make up for any shortfall. Conversely, we may withdraw from
Separate Account No. 43 any excess over the amount needed to provide for
payment of all such principal and accrued interest.

<PAGE>

CONTRIBUTIONS. Contributions may be made at any time and will earn the
current rate from the day after the contribution is credited through the end
of the month or, if earlier, the day of transfer or withdrawal. Balances in
the Account at the end of the month automatically begin receiving interest at
the new rate until transferred or withdrawn. We guarantee the amount of your
contributions and the interest credited.

DISTRIBUTIONS, WITHDRAWALS, AND TRANSFERS. Distributions, withdrawals and
transfers may be made at any time permitted under your plan. We do not charge
penalties.

<PAGE>

EQUITABLE LIFE AND THE INVESTMENT MANAGERS

EQUITABLE LIFE

Equitable Life is a diversified financial services organization serving a
broad spectrum of insurance, investment management and investment banking
customers. We are a New York stock life insurance company and our Home Office
is located at 787 Seventh Avenue, New York, New York 10019. Founded in 1859,
we are one of the largest life insurance companies in the United States. We
are authorized to sell life insurance and annuities in all fifty states, the
District of Columbia, Puerto Rico and the Virgin Islands. We maintain local
offices throughout the United States.

Equitable Life is a wholly-owned subsidiary of The Equitable Companies
Incorporated (the "Holding Company"). The largest stockholder of the Holding
Company is AXA, a French insurance holding company. AXA currently owns 60.6%
of the Holding Company's outstanding common stock as well as $392.2 million
stated value of its issued and outstanding Series F convertible preferred
stock. Under its investment arrangements with Equitable Life and the Holding
Company, AXA is able to exercise significant influence over the operations
and capital structure of the Holding Company and its subsidiaries, including
Equitable Life. AXA is the principal holding company for most of the
companies in one of the largest insurance groups in Europe. The majority of
AXA's stock is controlled by a group of five French mutual insurance
companies.

Equitable Life, the Holding Company and their subsidiaries managed assets of
approximately $ billion as of December 31, 1995.

THE SEPARATE ACCOUNTS

Each of the seven Funds is a separate account of Equitable Life; we own all
the assets of the separate accounts. A separate account is a separate
investment account which we use to support our group annuity contracts, and
for other purposes permitted by applicable law. We keep the assets of each
separate account segregated from our general account and from any other
separate accounts we may have. Although the assets of the Funds are our
property, our obligation to you under the group annuity contract equals the
value of your accumulation in each Fund.

Income, gains and losses, whether or not realized, from assets invested in
the Funds are credited to or charged against the Fund without regard to our
other income, gains or losses. The portion of each Fund's assets we hold on
your behalf may not be used to satisfy obligations that may arise out of any
other business we conduct. We may, however, transfer amounts owed to us, such
as fees and expenses, to our general account at any time. We may make these
transfers even if the Fund in question does not have sufficient liquidity to
make all withdrawals requested by participants.

The separate accounts which we call the Growth Equity, Aggressive Equity, ADA
Foreign, Equity Index, Lifecycle--Moderate and Lifecycle--Conservative and
Real Estate Funds commenced operations on 1968, 1969, 1992, 1994, 1995, and
1986 respectively. The Aggressive Equity Fund, which was part of Equitable's
Separate Account No. 3, was transferred on December 1, 1995 to Separate
Account No. 200. The Funds are governed by the laws and regulations of the
state of New York, where we are domiciled, and may also be governed by laws
of other states in which we do business. The Aggressive Equity, ADA Foreign,
Equity Index and Lifecycle Funds are used exclusively for the ADA Members
Retirement Program. The Growth Equity and Real Estate Funds are "pooled"
funds that are used to fund benefits under the ADA Program and other group
annuity contracts, agreements, and tax-deferred retirement programs we
administer. Because of exclusionary provisions, the separate accounts are not
subject to regulation under the 1940 Act.

<PAGE>

INVESTMENT MANAGEMENT OF THE EQUITY FUNDS

We act as investment manager to the Growth Equity Fund. As such, we invest
and reinvest its assets in accordance with the investment policies for the
Fund. We have no investment management responsibility for the Aggressive
Equity, ADA Foreign, Equity Index or Lifecycle Funds. In providing investment
management to the Growth Equity Fund, we have complete discretion over Fund
assets, within the investment policies of the Fund, and currently use the
personnel and facilities of Alliance Capital Management L.P. ("Alliance") for
portfolio management, securities selection and transaction services.

Alliance is a publicly-traded limited partnership which is indirectly
majority-owned by Equitable Life. Equitable Life and Alliance are registered
investment advisers under the Investment Advisers Act of 1940. As of December
31, 1995, Alliance had total assets under management of $ billion.
Alliance acts as an investment adviser to various separate accounts and
general accounts of Equitable Life and other affiliated insurance companies.
Alliance also provides management and consulting services to mutual funds,
endowment funds, insurance companies, foreign entities, qualified and non-tax
qualified corporate funds, public and private pension and profit-sharing
plans, foundations and tax-exempt organizations. Alliance's main office is
located at 1345 Avenue of the Americas, New York, New York 10105.

The securities held in the Fund must be authorized or approved by the
Investment Committee of our Board of Directors. Subject to the Investment
Committee's broad supervisory authority, our investment officers and managers
have been given discretion as to sales and, within specified limits,
purchases of stocks, other equity securities and certain debt securities.
When an investment opportunity arises that is consistent with the objectives
of more than one account, investment opportunities are allocated among
accounts in an impartial manner based on certain factors such as the
accounts' investment objectives and their then-current investment and cash
positions.

For the Aggressive Equity Fund, we act in accordance with the investment
policies established by the Trustees. The Aggressive Equity Fund is invested
solely in the MFS Emerging Growth Fund, which is managed by Massachusetts
Financial Services Company. See The Aggressive Equity Fund.

For the Equity Index Fund, we act in accordance with the investment policies
established by the Trustees. The Equity Index Fund is invested solely in the
Seven Seas Series S&P 500 Index Fund. State Street is the investment advisor
of that Fund. See The Equity Index Fund.

For the ADA Foreign Fund, we act in accordance with the investment policies
established by the Trustees. The ADA Foreign Fund is invested solely in the
Templeton Foreign Fund, which is managed by Templeton Global Advisors Ltd.
See The ADA Foreign Fund.

For the Lifecycle Funds, we act in accordance with the investment policies
established by the Trustees. The Lifecycle Funds--Conservative and Moderate
are invested solely in units of the Lifecycle Fund Group Trusts--Conservative
and Moderate, respectively. State Street is the investment adviser and
Trustee of these Group Trusts and the Underlying Funds. See Lifecycle Funds.

We, together with the Holding Company, own 80% of the outstanding common
stock of Donaldson, Lufkin & Jenrette, Inc. (DLJ). A DLJ subsidiary,
Donaldson, Lufkin & Jenrette Securities Corporation, is one of the nation's
largest investment banking and securities firms. Another DLJ subsidiary,
Autranet, Inc., is a securities broker that markets independently originated
research to institutions. Through the Pershing Division of Donaldson, Lufkin
& Jenrette Securities Corporation, DLJ supplies correspondent services,
including order execution, securities clearance and other centralized
financial services, to numerous independent regional securities firms and
banks.

<PAGE>

To the extent permitted by law and consistent with the Fund transaction
practices discussed in this prospectus, and subject to the consent of Fund
contractholders, the Growth Equity Fund may engage in securities and other
transactions with the above entities or may invest in shares of the
investment companies with which those entities have affiliations. In 1995,
there were no such transactions through DLJ subsidiaries.

INVESTMENT MANAGEMENT OF THE REAL ESTATE FUND

We act as investment manager to the Real Estate Fund and to Prime Property
Fund. In managing the Real Estate Fund and Prime Property Fund, we use the
services of Equitable Real Estate, a wholly-owned subsidiary. Equitable Real
Estate originates, analyzes, evaluates and recommends commercial real estate
investments for its clients, then manages and services those investments on
an ongoing basis. Equitable Real Estate provides property management services
in connection with some of the properties held in Prime Property Fund and
supervises the performance of other property managers which it retains.
Equitable Real Estate coordinates related accounting and bookkeeping
functions with us.

Equitable Real Estate advises us as to the commercial real estate assets of
all our accounts, which at December 31, 1995, represented approximately $
billion in equity real estate and mortgage loan holdings.

<PAGE>

INVESTMENT PERFORMANCE

MEASURING THE INVESTMENT PERFORMANCE OF THE FUNDS

We recognize that the performance of the Funds that you invest your
retirement savings in is important to you. The purpose of this discussion is
to give you an overview of how our Funds have performed in the past. OF
COURSE, PAST PERFORMANCE CANNOT BE USED TO PREDICT FUTURE PERFORMANCE.

Fund performance is most often measured by the change in the value of fund
units over time. Unlike typical mutual funds, which usually distribute
earnings annually, separate account funds reinvest all earnings. As described
previously, the unit value calculations for the funds include all earnings,
including dividends and realized and unrealized capital gains. Changes in the
unit values can be expressed in terms of the Fund's annual percentage change,
its average annual change, or its cumulative change over a period of years.
Each of these measurements is valuable on its own. In addition, it is often
helpful to compare the Funds' performance with the results of unmanaged
market indices.

The following tables and graphs provide a historical view of the Funds'
investment performance. The information presented includes performance
results for each Fund, along with data representing unmanaged market indices.

UNMANAGED MARKET INDICES

Unmanaged market indices, or "benchmarks," while providing a broader
perspective on relative performance, are only a tool for comparison.
Performance data for the unmanaged market indices do not reflect any
deductions for investment advisory, brokerage or other expenses of the type
typically associated with an actively managed fund. This effectively
overstates the rate of return of the market indices relative to that which
would be available to a typical investor, and limits the usefulness of these
indices in assessing the performance of the Funds. Since the Funds do not
distribute dividends or interest, the market indices have been adjusted to
reflect reinvestment of dividends and interest to provide greater
comparability.

We have presented data for the following unmanaged indices. One or more of
these indices may be appropriate comparative measures of performance for a
Fund.

o CONSUMER PRICE INDEX (URBAN CONSUMERS--NOT SEASONALLY ADJUSTED)
("CPI")--an index of inflation.

o STANDARD AND POOR'S 500 INDEX ("S&P 500")--an unmanaged weighted index
of the securities of 500 industrial, transportation, utility and
financial companies widely regarded by investors as representative of
the stock market. This index should not be confused with the performance
of our Equity Index Fund nor that of the Seven Seas Series S&P 500 Fund,
which seek to emulate the results of the S&P 500 Index. See The Equity
Funds--The Equity Index Fund for more information.

o RUSSELL 2000 INDEX ("RUSSELL 2000")--The Russell 2000 Index is an
unmanaged broadly diversified index maintained by Frank Russell Company
consisting of the approximately 2,000 smallest stocks within the Russell
3000 Index. The Russell 3000 Index consists of the largest 3,000
publicly traded stocks of U.S. domiciled corporations and includes
large, medium and small capitalization stocks. As such, the Russell 3000
Index represents approximately 98 percent of the total market
capitalization of all U.S. stocks that trade on the New York and
American Stock Exchanges and in the NASDAQ over-the-counter market.

o MORGAN STANLEY CAPITAL INTERNATIONAL EAFE INDEX ("EAFE")--an unmanaged
index of the securities of over 1,000 companies traded on the markets of
Europe, Australia, New Zealand and the Far East.

<PAGE>

HOW PERFORMANCE DATA ARE PRESENTED

We have shown Fund performance on several different bases:

o The annual percentage change in Fund Unit Values,

o The average annual percentage change in Fund Unit Values, and

o The total value as of December 31, 1995 of a $10,000 investment made
on January 1, 1986.

THE FUND PERFORMANCE SHOWN MAY NOT REPRESENT YOUR ACTUAL EXPERIENCE AND IT
DOES NOT REPRESENT THE EFFECT OF THE RECORD MAINTENANCE AND REPORT OR
ENROLLMENT FEES. The annual percentage change in Fund unit values represents
the percentage increase or decrease in unit values from the beginning of one
year to the end of that year. During any year unit values will, of course,
increase or decrease reflecting fluctuations in the securities markets. The
average annual rates of return are time-weighted, assume an investment at the
beginning of each period, and include the reinvestment of investment income.
Historical results are presented for the Funds for the periods during which
the funds were available under the Program. Hypothetical results were
calculated for prior periods. In the case of the Aggressive Equity Fund,
hypothetical performance is shown, because the ADA Program did not begin to
invest in the MFS Emerging Growth Fund until December 1, 1995. The table and
charts below are based on investment returns earned by the MFS Emerging
Growth Fund for other investors. For the Equity Index Fund, no results are
presented for periods prior to 1993, as the Seven Seas S&P 500 Index Fund
began operations during 1992. Performance data for the Lifecycle Funds are
shown, for the period when the Funds commenced operations on May 1, 1995
through December 31, 1995. See How We Calculate Performance Data. The
foregoing applies with respect to the calculation of performance data given
in the "Annual Percentage Change in Unit Values" chart, "Average Annual
Percentage Change in Unit Values" chart, and "Cumulative Value Examples"
given below.

ANNUAL PERCENTAGE CHANGE IN FUND UNIT VALUES

<TABLE>
<CAPTION>
GROWTH AGGRESSIVE ADA
EQUITY EQUITY FOREIGN
- ------ -------- ------------ ---------
<S> <C> <C> <C>
1995 31.1% % 10.0%
- ------ -------- ------------ ---------
1994 -2.3 -0.5
- ------ -------- ------------ ---------
1993 18.7 33.4
- ------ -------- ------------ ---------
1992 0.6 2.6
- ------ -------- ------------ ---------
1991 51.1 16.9
- ------ -------- ------------ ---------
1990 -11.9 -3.3
- ------ -------- ------------ ---------
1989 43.9 28.6
- ------ -------- ------------ ---------
1988 16.3 20.5
- ------ -------- ------------ ---------
1987 5.0 23.0
- ------ -------- ------------ ---------
1986 13.2 26.9
- ------ -------- ------------ ---------
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
LIFECYCLE LIFECYCLE
EQUITY FUND-- FUND-- REAL RUSSELL
INDEX CONSERVATIVE MODERATE ESTATE CPI S&P 500 2000 EAFE
- ------ -------- -------------- -------------- -------- ------ --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1995 35.1% 5.9% 10.1% 4.4% 2.9% 37.5% 28.5% 11.2%
- ------ -------- -------------- -------------- -------- ------ --------- --------- -------
1994 0.7 -- -- 3.6 2.7 1.3 -1.8 7.8
- ------ -------- -------------- -------------- -------- ------ --------- --------- -------
1993 6.4 -- -- -3.2 2.7 10.0 18.9 32.6
- ------ -------- -------------- -------------- -------- ------ --------- --------- -------
1992 -- -- -- -5.2 2.9 7.6 18.4 -12.2
- ------ -------- -------------- -------------- -------- ------ --------- --------- -------
1991 -- -- -- -8.7 3.0 30.5 46.0 12.5
- ------ -------- -------------- -------------- -------- ------ --------- --------- -------
1990 -- -- -- 2.0 6.2 -3.1 -19.5 -23.2
- ------ -------- -------------- -------------- -------- ------ --------- --------- -------
1989 -- -- -- 8.1 4.6 31.7 16.3 10.8
- ------ -------- -------------- -------------- -------- ------ --------- --------- -------
1988 -- -- -- 4.9 4.4 16.6 25.0 28.6
- ------ -------- -------------- -------------- -------- ------ --------- --------- -------

1987 -- -- -- 7.6 4.4 5.3 -8.8 24.9
- ------ -------- -------------- -------------- -------- ------ --------- --------- -------
1986 -- -- -- 5.1 1.1 18.7 5.7 69.9
- ------ -------- -------------- -------------- -------- ------ --------- --------- -------
</TABLE>

PAST PERFORMANCE IS NOT AN INDICATION OF FUTURE PERFORMANCE. NO PROVISIONS
HAVE BEEN MADE FOR THE EFFECT OF TAXES ON INCOME AND GAINS OR UPON
DISTRIBUTION.

<PAGE>

AVERAGE ANNUAL PERCENTAGE CHANGE IN FUND UNIT VALUES--
YEARS ENDING DECEMBER 31, 1995

<TABLE>
<CAPTION>
GROWTH AGGRESSIVE ADA
EQUITY EQUITY FOREIGN
- ---------- -------- ------------ ---------
<S> <C> <C> <C>
1 Year 31.1% % 10.0%
- ---------- -------- ------------ ---------
2 Years 13.2 4.6
- ---------- -------- ------------ ---------
3 Years 15.0 13.4
- ---------- -------- ------------ ---------
5 Years 18.2 11.4
- ---------- -------- ------------ ---------
10 Years 15.0 14.9
- ---------- -------- ------------ ---------
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
LIFECYCLE
EQUITY FUND-- LIFECYCLE REAL RUSSELL
INDEX CONSERVATIVE FUND-- MODERATE ESTATE CPI S&P 500 2000 EAFE
- ---------- -------- --------------- --------------- -------- ------ --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Year 35.1% 5.9% 10.1% 4.4% 2.9% 37.5% 28.5 11.2%
- ---------- -------- --------------- --------------- -------- ------ --------- --------- -------
2 Years 16.7 -- -- 4.0 2.8 18.1 12.3 9.5
- ---------- -------- --------------- --------------- -------- ------ --------- --------- -------
3 Years 13.1 -- -- 1.6 2.8 15.3 14.5 16.7
- ---------- -------- --------------- --------------- -------- ------ --------- --------- -------
5 Years -- -- -- -1.9 2.9 16.6 21.0 9.4
- ---------- -------- --------------- --------------- -------- ------ --------- --------- -------
10 Years -- -- -- -- 3.5 14.9 11.3 13.6
- ---------- -------- --------------- --------------- -------- ------ --------- --------- -------
</TABLE>

CUMULATIVE VALUE EXAMPLES

Although historical percentage change data is valuable in evaluating fund
performance, it is often easier to understand the information in more graphic
examples. One approach to this is the use of "mountain charts." Mountain
charts, such as the ones below, illustrate the growth of a hypothetical
investment over time for each of the Funds. Each chart (except the Equity
Index) illustrates the growth through December 31, 1995 of an investment of
$10,000 made on December 31, 1985. Mountain charts are not shown for the
Lifecycle Funds--Conservative and Moderate because these Funds have been in
operation for less than one year.

GROWTH OF $10,000 INITIAL INVESTMENT

GROWTH EQUITY FUND

AGGRESSIVE EQUITY FUND

PAST PERFORMANCE IS NOT AN INDICATION OF FUTURE PERFORMANCE. NO PROVISIONS
HAVE BEEN MADE FOR THE EFFECT OF TAXES ON INCOME AND GAINS OR UPON
DISTRIBUTION.

<PAGE>

ADA FOREIGN FUND

EQUITY INDEX FUND

REAL ESTATE FUND

PAST PERFORMANCE IS NOT AN INDICATION OF FUTURE PERFORMANCE. NO PROVISIONS
HAVE BEEN MADE FOR THE EFFECT OF TAXES ON INCOME AND GAINS OR UPON
DISTRIBUTION.

<PAGE>

HOW WE CALCULATE PERFORMANCE DATA

Growth Equity Fund performance reflects actual historical investment
experience and the deduction of asset-based charges actually incurred by
Separate Account No. 4 (Pooled) under the Program during the periods
indicated.

The Class A shares of the MFS Emerging Growth Fund in which the Aggressive
Equity Fund invests have been offered for sale since 1993, whereas the Class
B shares of the MFS Emerging Growth Fund have been offered since 1986. The
only difference between the two classes of shares is in their respective fee
and expense structures. The Class B shares have generally higher
class-related expenses than the Class A shares. The investments of the two
classes of shares are identical. The Aggressive Equity Fund performance shown
reflects the net performance of the Class A shares since September 13, 1993,
when those shares were first offered for sale. From December 29, 1986, when
Class B shares were first offered, to September 13, 1993, the performance of
those shares is reflected. Because the expenses applicable to the Class B
shares are higher than the expenses applicable to the Class A shares, the
hypothetical performance shown would have been somewhat higher for periods
prior to September 13, 1993 if Class A shares had been available.

In order to create the hypothetical performance, we have applied the Program
expense charge and other expenses actually incurred by the Aggressive Equity
Fund when it participated in Separate Account No. 3 (Pooled) to the
historical investment performance of the MFS Emerging Growth Fund Class A and
Class B shares described above.

The ADA Foreign Fund performance shown reflects the performance of Separate
Account No. 191 for the period beginning March 2, 1992. For periods prior to
March 2, 1992, hypothetical performance is shown, which reflects 95%
performance of the Templeton Foreign Fund and 5% performance of Separate
Account No. 2A. For these hypothetical calculations we have applied the
Program expense charge during those periods plus .15% in estimated other
expenses to the historical investment experience of the Templeton Foreign
Fund and Separate Account No. 2A or No. 2. Effective May 1, 1996, the ADA
Foreign Fund no longer invests in Separate Account No. 2A or 2.

The Equity Index Fund performance shown reflects the performance of Separate
Account No. 195 for the period beginning February 1, 1994. For periods prior
to February 1, 1994, hypothetical performance is shown, which reflects
performance of the Seven Seas S&P 500 Index Fund beginning 1992, the first
full year after that Fund began operations. For these hypothetical
calculations we have applied the Program expense charge during those periods
plus .15% in estimated other expenses to the historical investment experience
of the Seven Seas Series S&P 500 Index Fund.

The Lifecycle Fund--Conservative and the Lifecycle Fund--Moderate
performances shown reflect the performance of these Funds on an annualized
basis from May 1, 1995 (the date the Funds commenced operations).

The Real Estate Fund performance shown reflects the performance of Separate
Account No. 30 (Pooled) for the period beginning August 29, 1986. For periods
prior to August 29, 1986, hypothetical performance is shown, which reflects
90% performance of the Prime Property Fund and 10% performance of Separate
Account No. 2A. For these hypothetical calculations we have applied an
estimate of the expenses which would have been chargeable to the Fund. These
charges include an amount equal to the average Program expense charge for
each year, plus a 1.10% investment management fee, plus the .25%
administration fee applicable to the Fund. Real Estate Fund performance
includes both current income and the effect of changes in the appraised value
of Prime Property Fund investments.

See Summary of Unit Values for the Equity Funds, and Summary of Unit Values
for the Real Estate Fund in the SAI for a more detailed description of how
the hypothetical Unit Values were calculated.

<PAGE>

THE PROGRAM

The purpose of this section is to explain the ADA Members Retirement Program
in more detail. Although we have described important aspects of the Program,
you should understand that the provisions of your plan and the Participation
Agreement will define the scope of the Program and its specific terms and
conditions. This section is for employers, and for the purposes of this
section, "you" and "your" refer to you in that role although you may also be
a participant in the plan.

EMPLOYERS WHO MAY PARTICIPATE IN THE PROGRAM

If you are a sole proprietor, a partner or a shareholder in a professional
corporation, your practice, as an employer, can adopt the Program if you or
at least one of your fellow partners or shareholders is a member of:

o the ADA,

o one of its constituent or component societies, or

o an ADA-affiliated organization whose participation in the Program has
been approved by the Council on Insurance of the ADA.

ADA constituent or component societies may also adopt the Program for their
own employees within certain limitations imposed by the Internal Revenue
Code.

CHOICES FOR THE EMPLOYER

The ADA Members Retirement Program gives you a variety of approaches to
choose from. You can:

o Adopt our Master Plan, which gives you options as to types of plans and
plan provisions. The Master Plan uses the Program Investment Options as the
exclusive investment choices.

o Adopt the Self-Directed Prototype plan, which gives additional
flexibility to choose investments, or

o Maintain your own individually-designed plan, but use the Investment
Options as an investment for your plan.

SUMMARY OF THE PLANS AND TRUSTS

THE MASTER PLAN--Under the Master Plan, you will automatically receive a full
range of services from Equitable Life, including your choice of the
Investment Options, plan-level and participant-level record- keeping, benefit
payments and tax withholding and reporting.

o The Master Plan is a defined contribution master plan which can be
adopted as a profit sharing plan (including an optional 401(k) feature), a
defined contribution pension plan, or both.

THE SELF-DIRECTED PROTOTYPE PLAN--is a defined contribution prototype plan
which can be used to combine the Program Investment Options with individual
investments such as stocks and bonds. Employers must also adopt the Pooled
Trust and maintain a minimum of $25,000 in the Trust at all times. We provide
recordkeeping services only for plan assets held in the Pooled Trust.

THE ADA MEMBERS POOLED TRUST FOR RETIREMENT PLANS--is an investment vehicle
to be used by those who have an individually designed qualified retirement
plan. The Pooled Trust is for investment only and can be used for both
defined benefit and defined contribution plans. We provide participant-level
or plan-level recordkeeping services for plan assets held in the Pooled
Trust.

<PAGE>

INFORMATION ON JOINING THE PROGRAM

Our Retirement Program Specialists are available to answer your questions
about joining the Program. To reach one of our Retirement Program
Specialists, call or write to us at:

<TABLE>
<CAPTION>
<S> <C>
By Phone 1-800-523-1125, ext. 2608
From Alaska, 0-201-392-5331, collect
Specialists are available from 9 a.m. to 5 p.m. Eastern
Time, Monday through Friday.
By Regular Mail The ADA Members Retirement Program
c/o Equitable Life
Box 2011
Secaucus, New Jersey 07096
By Registered, Certified or The ADA Members Retirement Program
Overnight Mail c/o Equitable Life
200 Plaza Drive, Second Floor
Secaucus, New Jersey 07094
</TABLE>

CHOOSING THE RIGHT PLAN

Choosing the right plan depends on your own unique set of circumstances.
Although our Retirement Program Specialists can help explain the Program, you
and your tax advisors must decide which plan is best for you.

GETTING STARTED IN THE PROGRAM AFTER CHOOSING A PLAN

To adopt the Master Plan, you must complete a Participation Agreement. If you
have your own plan and wish to use the Pooled Trust as an investment option,
the trustee of your plan must complete the appropriate Participation
Agreement. Our Retirement Program Specialists can help you complete the
Participation Agreement for review by your tax advisor.

To adopt our prototype self-directed plan, you must complete the prototype
plan adoption agreement and a Participation Agreement for the Pooled Trust.
In addition, you must also arrange separately for plan level accounting and
brokerage services. We provide recordkeeping services only for plan assets
held in the Pooled Trust. You can use any plan recordkeeper of your choice or
you can arrange through us to hire Trust Consultants, Inc. at a special rate.
You can also arrange through us brokerage services from our affiliate,
Pershing Discount Brokerage Services, at special rates or use the services of
any other broker.

<PAGE>

COMMUNICATING WITH US AFTER YOU ENROLL

<TABLE>
<CAPTION>
<S> <C>
By Phone
To Reach an Account 1-800-223-5790
Executive: (9 am to 5 pm Eastern
Time, Monday through Friday

To Reach the Account 1-800-223-5790 (24 Hours)
Investment Management
("AIM") System:
To Receive Current Unit 1-800-635-3511 (24 Hours)
Values and Guaranteed Rates:
- --------------------------------- ----------------------------------------------
By Regular Mail (Other than The ADA Members Retirement Program
contribution checks) Box 2486 G.P.O.
New York, New York 10116
- --------------------------------- ----------------------------------------------
By Registered, Certified or The ADA Members Retirement Program
Overnight Mail c/o Equitable Life
200 Plaza Drive, Second Floor
Secaucus, New Jersey 07094
------------------------------- ------------------------------------------
For Contribution Checks Only The Association Members Retirement Program
P.O. Box 1599 Newark, New Jersey
07101-9764
</TABLE>

YOUR RESPONSIBILITIES AS THE EMPLOYER

Employers adopting the Master Plan are responsible for the plan and its
administration. This includes certain responsibilities relating to the
administration and continued qualification of your plan. See Your
Responsibilities As Employer in the SAI for a list of responsibilities which
you will have if you adopt the Master Plan.

If you have an individually designed plan, you already have these
responsibilities; they are not increased in any way by your adoption of the
Pooled Trust for investment purposes only. It is your responsibility to
determine that the terms of your plan are consistent with the provisions of
the Pooled Trust and our practices described in this prospectus and the SAI.

If you utilize our prototype self-directed plan, you will have
responsibilities as the plan administrator and will also have to appoint a
plan trustee; these responsibilities will be greater than those required by
the adoption of the Master Plan. Again it is also your responsibility to
determine that the terms of your plan are consistent with the provisions of
the Pooled Trust and our practices described in this prospectus and the SAI.
You should consult your legal advisor for an understanding of your legal
responsibilities under the self-directed plan.

We will give you guidance and assistance in the performance of your
responsibilities. The ultimate responsibility, however, rests with you.

<PAGE>

WHEN TRANSACTIONS ARE EFFECTIVE

A business day is any day both we and the New York Stock Exchange are open.
Contributions, transfers, and allocation changes are effective on the
business day they are received. Distribution requests are also effective on
the business day they are received unless, as in the Master Plan, there are
plan provisions to the contrary. However, we may have to delay the processing
of any transaction which is not accompanied by a properly completed form or
which is not mailed to the correct address. An Account Executive will
generally be available to speak with you each business day from 9 a.m. to 5
p.m. Eastern Time. We may, however, close due to emergency conditions.

MINIMUM INVESTMENTS

A minimum amount of $25.00 must be invested if you adopt the Master Plan, or
if you have your own individually-designed plan and use the Pooled Trust as
an investment.

If you adopt our self-directed prototype plan, you must keep at least $25,000
in the Pooled Trust at all times.

MAKING CONTRIBUTIONS TO THE PROGRAM

You should send contribution checks or money orders payable to The ADA
Retirement Trust to the address shown under Communicating With Us After You
Enroll. All contributions must be accompanied by a properly completed
Contribution Remittance form which designates the amount to be allocated to
each participant. Contributions are normally credited on the business day
that we receive them, provided the remittance form is properly completed.

Contributions are only accepted from the employer. Employees may not send
contributions directly to the Program.

The Real Estate Fund will accept contributions only one day a month. Any
amount allocated for investment in the Real Estate Fund will first be placed
in the Money Market Guarantee Account. On the next day on which the Real
Estate Fund accepts contributions, the amount designated for the Fund, plus
any accrued interest, will automatically be transferred to the Real Estate
Fund. For more information see The Real Estate Fund.

OUR ACCOUNT INVESTMENT MANAGEMENT (AIM) SYSTEM

We offer an automated telephone system for participants to transfer between
investment options, obtain account information and change the allocation of
future contributions and maturing GRAs. To use the AIM System, participants
must have a Personal Security Code (PSC) number.

If you have a touch-tone telephone you may make transfers on the AIM System.
Procedures have been established by Equitable Life for its AIM System that
are considered to be reasonable and are designed to confirm that instructions
communicated by telephone are genuine. Such procedures include requiring
certain personal identification information prior to acting on telephone
instructions and providing written confirmation of instructions communicated
by telephone. If Equitable Life does not employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, we may be
liable for any losses arising out of any action on our part or any failure or
omission to act as a result of our own negligence, lack of good faith or
willful misconduct. In light of the procedures established, Equitable Life
will not be liable for following telephone instructions that we reasonably
believe to be genuine. We may discontinue the telephone transfer service at
any time without notice.

<PAGE>

ALLOCATING CONTRIBUTIONS AMONG THE INVESTMENT OPTIONS

Under the Master Plan, participants make all investment decisions. Under an
individually-designed plan or our self-directed prototype plan, either the
participants or the plan trustees make the investment allocation decisions,
depending on the terms of the plan.

Contributions may be allocated among any number of the Investment Options.
Allocation instructions may be changed at any time, and as often as needed,
by calling the AIM System. New instructions become effective on the business
day we receive them. You may allocate employer contributions in different
percentages than employee contributions. IF WE HAVE NOT RECEIVED VALID
INSTRUCTIONS, WE WILL ALLOCATE YOUR CONTRIBUTIONS TO THE MONEY MARKET
GUARANTEE ACCOUNT.

TRANSFERS AMONG THE INVESTMENT OPTIONS

Participants in the Master Plan may make transfers on a daily basis without
charge. Participants in other plans may make transfers whenever the plan
allows them to do so. We do not charge a fee for transfers. (If an
individually designed plan does not allow transfers by individual
participants, only you as employer or trustee may make a transfer.)

Participants may use the AIM System to transfer amounts among the investment
options. All transfers are made as of the close of business on the day we
receive the authorized instructions, provided we receive the request by 4:00
p.m. Eastern time. Transfer requests received after that time will be
processed as of the close of business on the following business day.

No transfers from the Guaranteed Rate Accounts to other Investment Options
are permitted prior to maturity. Transfers to the Guaranteed Rate Accounts,
and to or from the Money Market Guarantee Account and the Growth Equity Fund,
are permitted at any time. Transfers from the Aggressive Equity Fund, ADA
Foreign Fund, Equity Index Fund and Lifecycle Funds are permitted at any time
except if there is any delay in redemptions from the underlying mutual fund
or, with respect to the Lifecycle Funds, the Lifecycle Fund Group Trusts in
which they invest. See The Equity Funds--The Aggressive Equity Fund, The ADA
Foreign Fund, The Equity Index Fund and The Lifecycle Funds. Transfers to and
from the Real Estate Fund are subject to special rules, which are described
in Special Rules for Distributions and Transfers from the Real Estate Fund
below, and in The Real Estate Fund.

DISTRIBUTIONS FROM THE INVESTMENT OPTIONS

There are two sets of rules that must be kept in mind when considering
distributions or withdrawals from the Program. The first are the rules and
procedures which apply to the Investment Options, exclusive of the provisions
of your plan. These are discussed in this section. The second are the rules
specific to your plan; these are discussed under When Distributions are
Available to Participants.

Amounts in the Equity Funds and the Money Market Guarantee Account are
generally available for distribution at any time, subject to the provisions
of your plan. However, there may be a delay for withdrawals from the
Aggressive Equity Fund, ADA Foreign Fund, Equity Index Fund, and the
Lifecycle Funds if there is any delay in the redemptions from the underlying
mutual fund or, with respect to the Lifecycle Funds, from the Lifecycle Fund
Group Trusts in which they invest. Special rules, which are described below,
apply to distributions from the Real Estate Fund. In addition, withdrawals
generally may not be taken from the Guaranteed Rate Accounts prior to
maturity. See Guaranteed Rate Accounts. Please note that certain plan
distributions may be subject to penalty or excise taxes. See The Program and
Federal Income Tax Considerations for more details.

<PAGE>

Payments or withdrawals out of the Funds and application of proceeds to an
annuity ordinarily will be made promptly upon request in accordance with Plan
provisions. However, we can defer payments, applications and withdrawals from
the Funds for any period during which the New York Stock Exchange is closed
for trading, sales of securities are restricted or determination of the fair
market value of assets of the Funds is not reasonably practicable because of
an emergency. See The Real Estate Fund and The Equity Funds.

SPECIAL RULES FOR DISTRIBUTIONS AND TRANSFERS FROM THE REAL ESTATE FUND

Under the Master Plan, a distribution can be obtained from the Real Estate
Fund only after the amount to be withdrawn has been transferred to another
Investment Option. A distribution of benefits may be made only after you
receive confirmation of the transfer. Participants in an
individually-designed plan or the prototype self-directed plan may receive a
distribution directly from the Real Estate Fund without first having it
transferred to another Investment Option. Distributions of all or a portion
of the balance in the Real Estate Fund directly from the Fund are payable
only in a single sum payment. See Federal Income Tax Considerations and
Procedures for Withdrawals, Distributions and Transfers--Special Rules for
Distributions and Transfers From the Real Estate Fund in the SAI.

All distributions and transfers from the Real Estate Fund are subject to a
minimum wait of one calendar quarter: they are scheduled to be made shortly
after the end of the calendar quarter following the quarter in which we
receive properly completed forms requesting the distribution or transfer. The
amount distributed will be based on the Real Estate Fund's Unit Value as of
the close of business on the date the distribution or transfer is made. See
The Real Estate Fund for more information on how we value and liquidate Real
Estate Fund Units. Withdrawals from the Real Estate Fund must be made in
amounts of at least $1,000 or, if less, your balance in the Real Estate Fund.

The Real Estate Fund may not have enough liquid assets to pay all withdrawals
when requested. If liquid assets are insufficient to pay all requested
withdrawals, withdrawal requests are prioritized according to the nature of
the distribution. Priority 1 consists of all amounts requested because of
death or disability or after age 70 1/2 . Priority 2 consists of all other
requests. The Real Estate Fund will pay all Priority 1 distributions to the
extent cash is available or can be obtained through liquidation of the Real
Estate Fund's interest in Prime Property Fund. The Real Estate Fund may also
pay some or all of the scheduled Priority 2 distributions and transfers, but
only if it can liquidate its interest in Prime Property Fund or if we believe
it has enough liquid assets to meet anticipated Priority 1 distributions. In
making this determination, we will consider anticipated future contributions
as well as the amount of cash required for anticipated Priority 1
distributions, expenses and payment of our fees. The Real Estate Fund will
satisfy all scheduled Priority 1 distribution requests before it satisfies
any Priority 2 request, even if the Priority 1 requests were received after
the Priority 2 requests.

See Special Risks Related to the Real Estate Fund in the prospectus and
Procedures for Withdrawals, Distributions and Transfers--Special Rules for
Distributions and Transfers From the Real Estate Fund in the SAI.

IN LIGHT OF THE RISKS AND POSSIBLE ILLIQUIDITY OF AN INVESTMENT IN THE REAL
ESTATE FUND, INDIVIDUAL PARTICIPANTS SHOULD CONSIDER LIMITING THE AMOUNT
ALLOCATED TO IT, PARTICULARLY AS THEY NEAR RETIREMENT. IF YOUR PLAN IS AN
EMPLOYER OR TRUSTEE-DIRECTED PLAN, YOU AS THE EMPLOYER ARE RESPONSIBLE FOR
ENSURING THAT THERE IS SUFFICIENT CASH AVAILABLE TO PAY BENEFITS.

<PAGE>

WHEN DISTRIBUTIONS ARE AVAILABLE TO PARTICIPANTS

In addition to the rules and procedures generally applicable to investments
in the Investment Options under the Program, there are other important rules
regarding the distribution and benefit payment options for each type of plan.
Distributions and benefit payment options under a qualified retirement plan
are subject to extremely complicated legal requirements. Certain plan
distributions may be subject to penalty or excise taxes. A general
explanation of the federal income tax treatment of distributions and benefit
payment options is provided in Federal Income Tax Considerations in both this
prospectus and the SAI. If a participant retires, becomes disabled or
terminates employment, the benefit payment options available should be
discussed with a qualified financial advisor. Our Account Executives can also
be of assistance.

In general, under the Master Plan or our self-directed prototype plan,
participants are eligible for benefits upon retirement, death or disability,
or upon termination of employment with a vested benefit. ("Vested" refers to
the nonforfeitable portion of your benefits under the plan.) Participants in
an individually designed plan are eligible for retirement benefits depending
on the terms of that plan. See Benefit Payment Options and Federal Income Tax
Considerations for more details. In most cases, benefits must begin no later
than April 1 of the year after the participant reaches age 70 1/2 . A
participant (other than a more-than-10% owner in an unincorporated practice)
may be exempt from this requirement only if a special election was filed with
the employer before January 1, 1984.

Under the Master Plan, self-employed persons may generally not receive a
distribution during employment prior to age 59 1/2 (age 65 in a defined
contribution pension plan), and employees generally may not receive a
distribution prior to a separation from service.

PARTICIPANT LOANS

The ADA Master Plan permits participants to borrow a portion (not to exceed
$50,000) of their vested Account Balance (all plans combined), if the
employer has elected this feature. If the participant is a sole proprietor,
partner who owns more than 10% of the business, or a shareholder-employee of
an S Corporation who owns more than 5% of the business (or a family member as
defined by the IRS), he or she presently may not borrow from his or her
vested Account Balance without first obtaining a prohibited transaction
exemption from the Department of Labor. Participants should consult with
their attorneys or tax advisors regarding the advisability and procedures for
obtaining such an exemption. Loans are also available under our self-directed
prototype plan and under an individually designed plan if the terms of the
plan allow them.

Generally speaking, when a loan is taken, an amount equal to the loan is
transferred out of the Investment Options and is set up as a loan account.
While the loan is outstanding, the participant must pay interest on the loan.
Any principal and interest paid will be added to the participant's loan
account balance and will be taxable on distribution. If you fail to repay the
loan when due, the amount of the unpaid balance may be taxable and subject to
additional penalty taxes. The interest paid on a retirement plan loan may not
be deductible.

Loans from the plan should be applied for through the employer. Loans are
subject to restrictions under federal tax laws and all plans of the employer
are aggregated for purposes of these restrictions. Loan kits containing all
necessary forms, along with an explanation of how interest rates are set, are
available from our Account Executives. PLEASE NOTE THAT PARTICIPANTS MAY NOT
TAKE A LOAN FROM THE REAL ESTATE FUND OR FROM THE GUARANTEED RATE ACCOUNTS
PRIOR TO MATURITY. If a participant is married, written spousal consent will
be required for a loan.

<PAGE>

BENEFIT PAYMENT OPTIONS

We offer a variety of benefit payment options to participants who are
eligible to receive benefits from a plan. However, many self-directed and
individually-designed plans do not allow all of these options, so you should
ask your employer for details on which of these options may be available.
Your plan may allow for one or more of the following forms of distribution to
be selected:

o Qualified Joint and Survivor Annuity

o Lump Sum Payment

o Installment Payments

o Life Annuity

o Life Annuity--Period Certain

o Joint and Survivor Annuity

o Joint and Survivor Annuity--Period Certain

o Cash Refund Annuity

See Types of Benefits in the SAI for detailed information regarding each of
these options, and Procedures for Withdrawals, Distributions and Transfers in
the SAI.

The annuity options may be either fixed or variable except for the Cash
Refund Annuity and the Qualified Joint and Survivor Annuity. Fixed annuities
are available from insurance companies selected by the Trustees, which meet
criteria established by the Trustees from time to time. Upon request, we will
provide fixed annuity rate quotes available from one or more such companies.
Participants may instruct us to withdraw all or part of their account balance
and forward it to the annuity provider selected. Once we have distributed
that amount to the company selected, we will have no further responsibility
to the extent of the distribution. We provide the variable annuity options.
Payments under variable annuity options reflect investment performance of the
Growth Equity Fund. The minimum amount that can be used to purchase any type
of annuity is $3,500. In most cases an annuity administrative charge of $350
will be deducted from the amount used to purchase an annuity from Equitable
Life. Annuities purchased from other providers may also be subject to fees
and charges.

SPOUSAL CONSENT RULES

If a participant is married and has an Account Balance greater than $3,500,
federal law generally requires payment of a Qualified Joint and Survivor
Annuity payable to the participant for life and then to the surviving spouse
for life, unless the participant and spouse have properly waived that form of
payment in advance. If a participant is married, the spouse must consent in
writing before any type of withdrawal can be made.

SPOUSAL CONSENT REQUIREMENTS

Under the Master Plan and the self-directed prototype plan, you may designate
a non-spouse beneficiary any time after the earlier of the first day of the
plan year in which you attain age 35 or the date on which you separate from
service with your employer. If you designate a beneficiary other than your
spouse prior to your reaching age 35, your spouse must consent to the
designation and, upon your reaching age 35, must again give his or her
consent or the designation will lapse. You may elect a benefit (or make a

<PAGE>

withdrawal) in a form other than a Qualified Joint and Survivor Annuity
within the 90 day period before your annuity starting date. In order to elect
a form of benefit other than a Qualified Joint and Survivor Annuity or
designate a non-spouse beneficiary, your spouse must consent to your election
in writing. To consent, your spouse must sign the appropriate line on your
election of benefits or beneficiary designation form. Your spouse's signature
must be witnessed by a notary public or plan representative.

If you change your mind, you may revoke your election and elect a qualified
Joint and Survivor Annuity or designate your spouse as beneficiary, simply by
filing the appropriate form. Your spouse's consent is not required for this
revocation.

It is also possible for your spouse to sign a blanket consent form. By
signing this form, your spouse consents not just to a specific beneficiary
or, with respect to the waiver of the Qualified Joint and Survivor Annuity,
the form of distribution, but gives you the right to name any beneficiary, or
if applicable, form of distribution you want. Once you file such a form, you
may change your election whenever you want, even without spousal consent. No
spousal consent to a withdrawal or benefit in a form other than a Qualified
Joint and Survivor Annuity is required under certain self-directed prototype
profit sharing plans that do not offer life annuity benefits.

BENEFITS PAYABLE AFTER THE DEATH OF A PARTICIPANT

If a participant dies before the entire benefit has been paid, the remaining
benefits will be paid to the beneficiary. The law generally requires the
entire benefit to be distributed no more than five years after death. There
are two exceptions--(1) if the benefit is payable to the spouse, the spouse
may elect to receive benefits over his or her life or a fixed period measured
by life expectancy beginning any time up to the date the participant would
have attained age 70 1/2 or, if later, one year after the participant's
death, and (2) a beneficiary who is not the participant's spouse may elect
payments over his or her life or a fixed period measured by life expectancy,
provided payments begin within one year of death. If, at death, a participant
was already receiving benefits, the beneficiary can continue to receive
benefits based on the payment option selected by the participant. To
designate a beneficiary or to change an earlier designation, a participant
must have the employer send us a beneficiary designation form. The spouse
must consent in writing to a designation of any non-spouse beneficiary, as
explained in Procedures for Withdrawals, Distributions and Transfers--Spousal
Consent Requirements in the SAI.

If a participant in the Master Plan dies without designating a beneficiary,
the vested benefit will automatically be paid to the spouse or, if the
participant is not married, to the first surviving class of his or her (a)
children, (b) parents and (c) brothers and sisters. If none of them survive,
the participant's vested benefit will be paid to the participant's estate. If
a participant in our prototype self-directed plan dies without designating a
beneficiary, the vested benefit will automatically be paid to the spouse or,
if the participant is not married, to the first surviving class of his or her
(a) children, (b) grandchildren, (c) parents, (d) brothers and sisters and
(e) nephews and nieces. If none of them survive, the participant's vested
benefit will be paid to the participant's estate.

Under the Master Plan, on the day we receive proof of death, we automatically
transfer the participant's Account Balance in the Equity Funds to the Money
Market Guarantee Account unless the beneficiary gives us other written
instructions. The balance in the Real Estate Fund will be treated as a
Priority 1 distribution and will be scheduled for transfer to the Money
Market Guarantee Account following the last day of the next quarter. See
Special Risks Related to the Real Estate Fund.

<PAGE>

DEDUCTIONS AND CHARGES

There are two general types of expenses you may incur under the Program. The
first is expenses which are applicable to all amounts invested in the
Program. These include the Program expense charge, investment management,
administration fees, and certain other expenses borne directly by the Funds.
These charges are deducted from the amount invested in the Program regardless
of the type of plan you may have. Generally speaking, these charges are
reflected as reductions in the Unit Values of the Funds or as reductions from
the rates credited to the Guaranteed Options. These charges apply to all
amounts invested in the Program, including amounts being distributed under
installment payout options.

The second type of charge is expenses which vary by the type of plan you have
or which are charged for specific transactions. These are typically stated in
terms of a defined dollar amount. Unless otherwise noted, fees which are set
in fixed dollar amounts are deducted by reducing the number of Units in the
appropriate Funds and the number of dollars in the Guaranteed Option. The
number of Units to be deducted from the Real Estate Fund is based on the last
Unit Value determined prior to the date of deduction. See Condensed Financial
Information and How We Calculate the Value of Amounts Allocated to The Real
Estate Funds. The amount allocable to the three-year or five-year Guaranteed
Rate Account will be taken from your most recent GRA in that Account.

No deductions are made from contributions or withdrawals for sales expenses.

CHARGES BASED ON AMOUNTS INVESTED IN THE PROGRAM

PROGRAM EXPENSE CHARGE

We assess the Program expense charge against the combined value of Program
assets in all the Investment Options. The purpose of this charge is to cover
the expenses incurred by Equitable Life and the ADA in connection with the
Program. The Unit Values of the Funds and the interest rates credited to the
Guaranteed Options reflect the deduction of this charge.

The amount payable to us and the ADA is calculated as follows:

<TABLE>
<CAPTION>
ANNUAL PROGRAM EXPENSE
CHARGE
------------------------
VALUE OF PROGRAM ASSETS EQUITABLE LIFE ADA* TOTAL
- ------------------------ ---------------------------- ------- -------
<S> <C> <C> <C>
First $400 million .650% .025% .675%
Next $350 million .650 .020 .670
Over $750 million .650 .020 .670

</TABLE>

* Currently, this charge has been reduced to 0.01% for all asset value
levels, but the charge could in the future be increased to the levels shown
in the table.

For all Investment Options other than GRAs, the Program expense charge is
calculated based on Program assets at the end of the second previous month,
and is charged at a monthly rate of 1/12 of the relevant annual charge. For
GRAs, the program expense charge is calculated based on Program assets at the
end of the second month prior to the day on which the GRA is opened, and is
charged at a constant daily rate of 1/365 of the relevant annual charge until
maturity. Subsequent changes in the Program Expense Charge will not be
reflected in the charge against closed GRAs. In addition to the Program
expense charge, an annual investment accounting fee of 0.02% is charged on
all amounts of Program assets invested in GRAs issued after February 1992.
This fee is reflected in the interest rates credited to the GRAs and is
calculated and charged in the same manner as the Program expense charge.

<PAGE>

Our portion of the Program expense charge is applied toward the cost of
maintenance of the Investment Options, promotion of the Program, commissions,
administrative costs, such as enrollment and answering participant inquiries,
and overhead expenses such as salaries, rent, postage, telephone, travel,
legal, actuarial and accounting costs, office equipment and stationery. The
ADA's part of this fee covers developmental and administrative expenses
incurred in connection with the Program. The Trustees can direct us to raise
or lower the ADA's part of this fee to reflect their expenses in connection
with the Program. Currently, this fee has been reduced to 0.01% for all asset
value levels. During 1995 we received $6,487,705 and the ADA received
$104,687 under the Program expense charge then in effect.

ADMINISTRATION AND INVESTMENT MANAGEMENT FEES

The computation of the Unit Values applicable for each Fund also reflects the
deduction of charges for administration and investment management.

Equity Funds. We receive fees for investment management services we provide
for the Growth Equity Fund. We also receive an administration fee from all
the Equity Funds which covers the administrative functions related to the
offering of those Funds. We maintain records for all portfolio transactions
and cash flow control, calculate Unit Values, monitor compliance with the New
York Insurance Law and supervise custody matters for all the Funds.

Real Estate Fund. The investment management fee compensates us for managing
the Real Estate Fund as well as the underlying Prime Property Fund. The Real
Estate Fund is not charged an additional fee for our management of Prime
Property Fund. The services we provide with respect to the Real Estate Fund
include monitoring the Real Estate Fund's holdings and liquidity. The
services we provide with respect to Prime Property Fund include selecting
real properties for purchase and sale, selecting managers for those
properties and, in some cases, managing the properties ourselves, appraising
the properties, accounting for their receipts and disbursements and servicing
any loans issued by Prime Property Fund. The administration fee is to
reimburse us for the additional expenses involved in administering the Fund.

<PAGE>

FEES. The investment management and administration fees are also based on the
Program assets in the Fund at the end of the second month prior to the day on
which the calculation is being made. The fees charged monthly are 1/12 of the
following amounts:

<TABLE>
<CAPTION>
TYPE OF FEE
VALUE OF PROGRAM INVESTMENT
FUND FUND ASSETS MANAGEMENT ADMINISTRATION TOTAL
- --------------------------- ----------------- ------------ -------------- --------
<S> <C> <C> <C> <C>
FIRST $100
Growth Equity Fund million .29% .15% .44%
Over $100 million .20 .15 .35
-------------------------- ----------------- ------------ -------------- --------
Aggressive Equity Fund All amounts -- .15(1) .15(1)
----------------- ------------ -------------- --------
ADA Foreign Fund All amounts -- .15(2) .15(2)
----------------- ------------ -------------- --------
Equity Index Fund All amounts -- .15 .15
----------------- ------------ -------------- --------
Lifecycle
Fund--Conservative All amounts -- .15 .15
----------------- ------------ -------------- --------
Lifecycle Fund--Moderate All amounts -- .15 .15
----------------- ------------ -------------- --------
Real Estate Fund First $50 million 1.10 .25 1.35
Next $25 million 1.00 .25 1.25
Over $75 million .95 .25 1.20
-------------------------- ----------------- ------------ -------------- --------
</TABLE>

(1) An annual amount of up to 0.25% of the average daily net assets of the
ADA Program invested in the MFS Emerging Growth Fund is paid to
Equitable Life. Equitable Life has waived the 0.15% Administration fee
applicable to the Aggressive Equity Fund and will use the payment from
MFS Funds Distributors, Inc. to defray administrative expenses
associated with the Program's operations and to fund Program
enhancements. The agreement and waiver are expected to be in effect for
an indefinite period, but these arrangements are subject to termination
by either party upon notice.

(2) Equitable Life has waived the administrative fee for the ADA Foreign
Fund in view of the payment for services rendered to Templeton it will
receive from Templeton in an amount equal to the 12b-1 fees charged by
Templeton to the Templeton Foreign Fund. The 12b-1 fee charged by
Templeton is at the annual rate not to exceed 0.25% of the Templeton
Foreign Fund's assets. Amounts received by us will be used for
administrative expenses associated with the Program's operations and to
fund Program enhancements.

OTHER EXPENSES BORNE DIRECTLY BY THE FUNDS

Certain costs and expenses are charged directly to the Funds. These may
include Securities and Exchange Commission filing fees and certain related
expenses including printing of SEC filings, prospectuses and reports, mailing
costs, custodians' fees, financial accounting costs, outside auditing and
legal expenses, and other costs related to the Program. These are included as
"Other Expenses" in the tables of Annual Fund Operating Expenses and Summary
of Fund Expenses.

The Aggressive Equity, ADA Foreign and Equity Index Funds purchase and sell
shares in the MFS Emerging Growth Fund, Templeton Foreign Fund and Seven Seas
S&P 500 Index Fund, respectively, at net asset value. The net asset value
reflects charges for management, audit, legal, shareholder services, transfer
agent and custodian fees. For a description of charges and expenses assessed
by the MFS Emerging Growth Fund, Templeton Foreign Fund and the Seven Seas
S&P 500 Index Fund, which are indirectly borne by the Funds, please refer to
the prospectuses for each of these funds.

The Lifecycle Funds--Conservative and Moderate purchase and sell units in the
Lifecycle Fund Group Trusts--Conservative and Moderate, respectively, at net
asset value. The net asset value reflects charges for management, audit,
legal, custodian and other fees. By agreement with the ADA Trustees,
Equitable Life imposes a charge at the annual rate of .03% of the value of
the respective assets of the Lifecycle Funds--Conservative and Moderate to
compensate it for additional legal, accounting and other potential expenses
resulting from the inclusion of the Lifecycle Fund Group Trusts and
Underlying Funds maintained by State Street among the Investment Options
described in this prospectus. For a description

<PAGE>

of charges and expenses assessed by the Lifecycle Fund Group Trusts, which
are indirectly borne by the Lifecycle Funds, please refer to our separate
prospectus for those Funds.

PLAN AND TRANSACTION EXPENSES
ADA RETIREMENT PLAN, PROTOTYPE SELF-DIRECTED PLAN AND
INDIVIDUALLY-DESIGNED PLAN FEES

RECORD MAINTENANCE AND REPORT FEE. At the end of each calendar quarter, we
deduct a record maintenance and report fee from each participant's Account
Balance. This fee is:

<TABLE>
<CAPTION>
<S> <C>
ADA Members Retirement Plan participants .... $3 per quarter
Self-Directed Prototype Plan participants ... $3 per quarter
Participants in Pooled-Trust Arrangement .... $1 per quarter
</TABLE>

ENROLLMENT FEE. The employer must pay us a non-refundable enrollment fee of
$25 for each participant enrolling under its plan. If we do not maintain
individual participant records under an individually- designed plan, the
employer is instead charged $25 for each plan or trust. If these charges are
not paid by the employer, the amount may be deducted from subsequent
contributions or from participants' Account Balances.

PROTOTYPE SELF-DIRECTED PLAN FEES. Employers who participate in our prototype
self-directed plan will incur additional fees not payable to us, such as
brokerage and administration fees.
INDIVIDUAL ANNUITY CHARGES

ANNUITY ADMINISTRATIVE CHARGE. If a participant elects a variable annuity
payment option, a $350 charge will usually be deducted from the amount used
to purchase the annuity to reimburse us for administrative expenses
associated with processing the application for the annuity and with issuing
each month's annuity payment. Annuities purchased from other providers may
also be subject to fees and charges. See Distributions From the Investment
Options and Benefit Payment Options for details.

PREMIUM TAXES. In certain jurisdictions, amounts used to purchase an annuity
are subject to a premium tax (rates currently range up to 5%). Taxes depend,
among other things, on your place of residence, applicable laws and the form
or annuity benefit you select. We will deduct any premium taxes we pay based
on your place of residence at the time the annuity payments begin.
GENERAL INFORMATION ON FEES AND CHARGES

We may change our investment management fees if we give the Trustees 90 days
notice and comply with certain conditions of our group annuity contract with
them. The other fees and charges described above may be changed at any time
by the mutual consent of Equitable Life and the ADA. During 1995 we received
total fees and charges under the Program of $9,232,986.

<PAGE>

FEDERAL INCOME TAX CONSIDERATIONS

Current federal income tax rules relating to adoption of the Program and
generally to distributions to participants under qualified retirement plans
are outlined briefly below. Current federal income tax rules provisions
relating to contributions are outlined briefly in the SAI under Provisions of
the ADA Plans. For purposes of this outline we have assumed that you are not
a participant in any other qualified retirement plan. We have not attempted
to discuss other current federal income tax rules that govern participation,
vesting, funding or prohibited transactions, although some information on
these subjects appears here and in the SAI; nor do we discuss the reporting
and disclosure or fiduciary requirements of the Employee Retirement Income
Security Act. In addition, we do not discuss the effect, if any, of state tax
laws that may apply. FOR INFORMATION ON THESE MATTERS, WE SUGGEST THAT YOU
CONSULT YOUR TAX ADVISOR.

ADOPTING THE PROGRAM

If you adopt an ADA Plan, you will not need IRS approval unless you adopt
certain provisions. We will tell you whether it is desirable for you to
submit your plan to the Internal Revenue Service for approval. If you make
such a submission, you will have to pay an IRS user's fee. The Internal
Revenue Service does not have to approve your adoption of the Pooled Trust.

INCOME TAXATION OF DISTRIBUTIONS TO QUALIFIED PLAN PARTICIPANTS

In this section, the word "you" refers to the plan participant.

Amounts distributed to a participant from a qualified plan are generally
subject to federal income tax as ordinary income when benefits are
distributed to you or your beneficiary. Generally speaking, only your
post-tax contributions, if any, are not taxed when distributed.

LUMP SUM DISTRIBUTIONS. If your benefits are distributed to you in a lump sum
after you have participated in the plan for at least five taxable years, you
may be able to use five-year averaging. Under this method, the tax on the
lump sum distribution is calculated separately from taxes on any other income
you may have during the year. The tax is calculated at ordinary income tax
rates in the year of the distribution, but as if it were your only income in
each of five years. The tax payable is the sum of the five years'
calculations. To qualify for five-year averaging, the distribution must
consist of your entire balance in the plan and must be made in one taxable
year of the recipient after you have attained age 59 1/2. Five-year
averaging is available only for one lump sum distribution.

If you were born before 1936, you may elect to have special rules apply to
one lump sum distribution. These special rules are available if the
distribution is made after attainment of age 59 1/2 or on account of death or
disability. If you are an employee, the special rules may also apply if the
distribution results from termination of employment. Under these special
rules, you may elect either ten-year averaging using 1986 rates or five-year
averaging using then current rates. In addition, you may elect separately to
have the portion of your distribution attributable to pre-1974 contributions
taxed at a flat 20% rate.

ELIGIBLE ROLLOVER DISTRIBUTIONS. Many types of distributions from qualified
plans are "eligible rollover distributions" that can be transferred directly
to another qualified plan or individual retirement arrangement ("IRA"), or
rolled over to another plan or IRA within 60 days of the receipt of the
distribution. If a distribution is an "eligible rollover distribution," 20%
mandatory federal income tax withholding will apply unless the distribution
is directly transferred to a qualified plan or IRA. See Eligible Rollover
Distributions and Federal Income Tax Withholding in the SAI for a more
detailed discussion.

ANNUITY OR INSTALLMENT PAYMENTS; COST BASIS. Each payment you receive is
treated as ordinary income except where you have a "cost basis" in the
benefit. Your cost basis is equal to the amount of your post-tax employee
contributions, plus any employer contributions you were required to include
in gross income in

<PAGE>

prior years. A portion of each annuity or installment payment you receive
will be excluded from gross income to reflect the recovery of your cost
basis. The excludable portion is based on the ratio of your cost basis in the
annuity on the annuity starting date to the expected return under the annuity
as of such date. Under an annuity with a life contingency, the expected
return is based on your life expectancy, that is, the number of annuity
payments anticipated to be made during your lifetime. In the case of a joint
and survivor annuity, the expected return is based on the joint life
expectancy, that is, the number of payments anticipated to be made during you
and your joint annuitant's lifetimes. If you (and your survivor) continue to
receive payments after your investment in the contract has been fully
recovered, all amounts will be taxable. An adjustment will be required in
computing the expected return of the annuity with a life contingency if
payments are to be made for any period certain. If annuity payments cease
because you die before all investment is recovered, a deduction is available
for the unrecovered investment.

IN SERVICE WITHDRAWALS; HARDSHIP WITHDRAWALS. Some plans allow in-service
withdrawals of after-tax contributions. The portion of each in-service
withdrawal attributable to cost basis is received income tax-free. The
portion that is attributable to earnings will be included in your gross
income. Amounts contributed before January 1, 1987 to employer plans which on
May 5, 1986 permitted such withdrawals, are taxable withdrawals only to the
extent that they exceed the amount of your cost basis. Other amounts are
treated as partly a return of cost basis with the remaining portion treated
as earnings. Amounts included in gross income under this rule may also be
subject to the additional 10% penalty tax on premature distributions
described below. In addition, 20% mandatory federal income tax withholding
may also apply.

PREMATURE DISTRIBUTIONS. You may be liable for an additional 10% penalty tax
on all taxable amounts distributed before age 59 1/2 unless the distribution
falls within a specified exception or is rolled over into an IRA or other
qualified plan.

The exceptions to the penalty tax include (a) distributions made on account
of your death or disability, (b) distributions in the form of a life annuity
or installments over your life expectancy (or the joint lives or life
expectancies of you and your beneficiary), (c) distributions due to
separation from active service after age 55 and (d) distributions used to pay
deductible medical expenses.

EXCESS DISTRIBUTIONS. You may be liable for a 15% excise tax on all
distributions in excess of a threshold amount. All distributions you receive
from qualified plans, IRAs and Section 403(b) tax deferred annuities are
aggregated for this purpose, even if those plans were maintained by unrelated
employers.

For installment and annuity payments, the threshold amount is $155,000 in
1996. If you elect special averaging for a lump sum distribution received in
1996, you will owe the excise tax only to the extent your distribution
exceeds five times the threshold for excess distributions (i.e., $775,000 in
1996).

WITHHOLDING. In almost all cases, 20% mandatory income tax withholding will
apply to all "eligible rollover distributions" that are not directly
transferred to a qualified plan or IRA. If a distribution is not an eligible
rollover distribution, income tax will be withheld from all taxable payments
unless the recipient elects otherwise. The rate of withholding depends on the
type of distribution. See Eligible Rollover Distributions and Federal Income
Tax Withholding in the SAI. Under the ADA Master Retirement Plan, we will
withhold the tax and send you the remaining amount. Under an individually
designed plan or our prototype self-directed plan that uses the Pooled Trust
for investment only, we will pay the full amount of the distribution to the
plan's trustee. The trustee is then responsible for withholding federal
income tax upon distributions to you or your beneficiary.

<PAGE>

OTHER TAX CONSEQUENCES

Federal estate and gift and state and local estate, inheritance, and other
tax consequences of participation in the Program depend on the jurisdiction
and the circumstances of each participant or beneficiary. For complete
information on federal, state, local and other tax considerations, a
qualified tax advisor should be consulted.

MISCELLANEOUS

CHANGE OR DISCONTINUANCE OF THE PROGRAM. The group annuity contract has been
amended from time to time, and may be amended in the future. No future change
can affect annuity benefits in the course of payment. Provided certain
conditions are met, we may terminate the offer of any of the Investment
Options and offer new ones with different terms.

Our contract with the Trustees may be terminated by us or the ADA. If our
contract with the Trustees is terminated, we will not accept any further
contributions or perform recordkeeping functions after the date of
termination. At that time we would make arrangements with the Trustees as to
the disposition of assets in the Investment Options we provide, subject to
the following restrictions (i) transfers and withdrawals of assets allocated
to the Real Estate Fund would continue to be subject to the restrictions
described in this prospectus and in the SAI; (ii) assets allocated to the
Money Market Guarantee Account would be transferred at the direction of the
Trustees in installments over a period of time not to exceed two years;
however, during that time participants would be permitted to transfer amounts
out of the Money Market Guarantee Account to a funding vehicle provided by
another financial institution (other than a money market fund or similar
investment); and (iii) amounts allocated to the Guaranteed Rate Accounts will
be held until maturity. You may be able to continue to invest amounts in the
Investment Options we provide and elect payment of benefits through us if the
Trustees make arrangements with us.

DISQUALIFICATION OF PLAN. If your plan is found not to qualify under the
Internal Revenue Code, we may return the plan's assets to the employer, as
the plan administrator or we may prevent plan participants from investing in
the separate accounts.

REPORTS. We send reports annually to employers showing the aggregate Account
Balances of all participants and information necessary to complete annual IRS
filings.

REGULATION. We are subject to regulation and supervision by the Insurance
Department of the State of New York, which periodically examines our affairs.
We are also subject to the insurance laws and regulations of all
jurisdictions in which we are authorized to do business. This regulation does
not, however, involve any supervision of the investment policies of the Funds
or of the selection of any investments except to determine compliance with
the law of New York. We are required to submit annual statements of our
operations, including financial statements, to the insurance departments of
the various jurisdictions in which we do business for purposes of determining
solvency and compliance with local insurance laws and regulations.

LEGAL PROCEEDINGS. We are engaged in litigation of various kinds which in our
judgment is not of material importance in relation to our total assets. None
of the litigation now in progress is expected to affect any assets of the
Funds.

ADDITIONAL INFORMATION. A registration statement relating to the offering
described in this prospectus has been filed with the Securities and Exchange
Commission under the Securities Act of 1933. Certain portions of the
Registration Statement have been omitted from this prospectus and the SAI
pursuant to the rules and regulations of the Commission. The omitted
information may be obtained by requesting a copy of the registration
statement from the Commission's principal office in Washington, D.C., and
paying the Commission's prescribed fees.

<PAGE>

EXPERTS. [To be inserted at a later date.]

ACCEPTANCE. The employer or plan sponsor, as the case may be, is solely
responsible for determining whether the Program is a suitable funding vehicle
and should, therefore, carefully read the prospectus and other materials
before entering into a Participation Agreement.

<PAGE>

TABLE OF CONTENTS
OF STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
----------
<S> <C>
The Contracts ................................ SAI-2
Your Responsibilities as Employer ............ SAI-2
Procedures for Withdrawals, Distributions and
Transfers ................................... SAI-3
Types of Benefits ............................ SAI-8
Provisions of the Master Plan ................ SAI-10
Prime Property Fund Investments .............. SAI-13
Investment Restrictions Applicable to
the Funds ................................... SAI-17
How We Value the Assets of the Funds ........ SAI-18
Summary of Unit Values for the Funds ........ SAI-20
Growth Equity and Aggressive Equity Fund
Transactions ................................ SAI-20
Investment Management Fee .................... SAI-23
Underwriter .................................. SAI-24
Our Management ............................... SAI-24
Financial Statements ......................... SAI-26
</TABLE>

CLIP AND MAIL TO US TO RECEIVE A
STATEMENT OF ADDITIONAL INFORMATION
----------------------------------------------------

To:The Equitable Life Assurance Society
of the United States
Box 2486 G.P.O.
New York, NY 10116

Please send me a copy of the Statement of Additional Information for the
American Dental Association Members Retirement Program Prospectus dated May
1, 1996.

Name
-----------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------

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

<PAGE>

<TABLE>
<CAPTION>
INVESTMENT OPTION CHARACTERISTICS
AGGRESSIVE EQUITY LIFECYCLE FUND--
GROWTH EQUITY FUND FUND ADA FOREIGN FUND EQUITY INDEX FUND CONSERVATIVE
- ------------------ ------------------ ------------------ ----------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C>
Designed for Long term growth Long term growth Long term growth Parallel the total Current income
(Objective) of capital of capital of capital return of the S&P and low to
500 Index moderate growth
of capital
- ------------------ ------------------ ------------------ ----------------- ------------------ ----------------
Invests Primarily Common stocks and Invests 100% of Invests 100% of Invests 100% of Invests 100% of
In other equity-type its assets in the its assets in the its assets in the its assets in a
securities MFS Emerging Templeton Foreign Seven Seas Series mix of
generally issued Growth Fund which Fund which S&P 500 Index Fund underlying
by large and invests in common invests primarily which invests in collective
intermediate-sized stocks of small in common stocks all 500 stocks in investment funds
companies and medium-sized of companies the S&P 500 Index maintained by
companies that are outside the U.S. in proportion to State Street
early in their their weighting in
life cycle. the Index
- ------------------ ------------------ ------------------ ----------------- ------------------ ----------------
Risk to Principal Average for a Somewhat higher Somewhat higher Somewhat lower Somewhat lower
growth fund than a growth fund than a growth than the Growth than the
fund Equity Fund Lifecycle
Fund--Moderate
- ------------------ ------------------ ------------------ ----------------- ------------------ ----------------
Primary Growth Capital Capital Capital Capital Capital
Potential Through appreciation and appreciation and appreciation and appreciation and appreciation and
reinvested reinvested reinvested reinvested reinvested
dividends dividends dividends dividends dividends and
interest
- ------------------ ------------------ ------------------ ----------------- ------------------ ----------------
Income Guarantee No No No No No
- ------------------ ------------------ ------------------ ----------------- ------------------ ----------------
Volatility of Somewhat more Highly volatile Generally depends Generally equal to Generally lower
Return volatile than the on stock, country the S&P 500 Index than pure equity
S&P 500 and currency funds, but
selections, as degree may vary
well as market depending on
factors market
conditions
- ------------------ ------------------ ------------------ ----------------- ------------------ ----------------
Transfers to other Permitted daily Permitted daily Permitted daily Permitted daily Permitted daily
Options except under
extreme
circumstances
- ------------------ ------------------ ------------------ ----------------- ------------------ ----------------
Withdrawal No No No No No
Penalties
- ------------------ ------------------ ------------------ ----------------- ------------------ ----------------
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
INVESTMENT OPTION CHARACTERISTICS
LIFECYCLE FUND-- GUARANTEED RATE MONEY MARKET
MODERATE REAL ESTATE FUND ACCOUNTS GUARANTEE ACCOUNT
- ------------------ ---------------- ----------------- ------------------- -----------------
<S> <C> <C> <C> <C>
Designed for Growth of Stable rate of Principal and Principal and
(Objective) capital and return through interest interest
reasonable level rental income and guaranteed-- guaranteed--short
of current appreciation interest rates term rates
income reflect maturities
- ------------------ ---------------- ----------------- ------------------- -----------------
Invests Primarily Invests 100% of High-grade, Contributions Contributions
In its assets in a income-producing credited with fixed credited with
mix of real property rate of interest current
underlying until the maturity guaranteed rate
collective date of interest
investment funds
maintained by
State Street
- ------------------ ---------------- ----------------- ------------------- -----------------
Risk to Principal Somewhat lower Lower than the Carrier providing Equitable Life
than a growth Equity Funds GRAs guarantees guarantees
fund principal and principal and
interest interest; also
backed by assets
in insulated
separate account
- ------------------ ---------------- ----------------- ------------------- -----------------
Primary Growth Capital Rental income, Interest income Interest income
Potential Through appreciation, capital
reinvested appreciation and
dividends interest
- ------------------ ---------------- ----------------- ------------------- -----------------
Income Guarantee No No Yes--subject to Yes
withdrawal
penalties
- ------------------ ---------------- ----------------- ------------------- -----------------
Volatility of Generally lower Stable and less Carrier providing Equitable Life
Return than pure equity volatile than the GRAs guarantees guarantees
funds, but Equity Funds interest rate until monthly interest
degree may vary the maturity date rate; also backed
depending on by assets in
market insulated
conditions separate account
- ------------------ ---------------- ----------------- ------------------- -----------------
Transfers to other Permitted daily Permitted Permitted only at Permitted daily
Options quarterly if cash maturity
available
- ------------------ ---------------- ----------------- ------------------- -----------------
Withdrawal No No Prior to maturity, No
Penalties withdrawals may not
be permitted or may
be subject to a
penalty
- ------------------ ---------------- ----------------- ------------------- -----------------
</TABLE>

The Funds each have different investment objectives and policies that can
affect the returns of each Fund and the market and financial risks to which
each is subject. While we do not intend to change the investment objectives
of the pooled funds, we nevertheless have the right to do so, subject to the
approval of the New York State Insurance Department. The Funds involve a
greater potential for growth but involve risks that are not present with the
Guaranteed Options. There is no assurance that any of the investment
objectives of the Funds will be achieved or that the risk to principal or
volatility of return will be as indicated.

<PAGE>

- -----------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
- -----------------------------------------------------------------------------

MAY 1, 1996

AMERICAN DENTAL ASSOCIATION
MEMBERS RETIREMENT PROGRAM

Separate Account Units of interest under a group annuity contract with THE
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, 787 Seventh Avenue,
New York, New York 10019, which funds the American Dental Association Members
Retirement Program. Toll-free telephone number 1-800-223-5790.
- -----------------------------------------------------------------------------

This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the prospectus dated May 1, 1996 for the American
Dental Association Members Retirement Program. THIS SAI RELATES TO ALL
INVESTMENT OPTIONS EXCEPT THE EQUITY INDEX FUND AND LIFECYCLE FUNDS, WHICH
ARE DISCUSSED IN OUR SEPARATE SAI FOR THOSE FUNDS.

A copy of the prospectus to which this Statement of Additional Information
relates is available at no charge by writing to Equitable Life at Box 2486
G.P.O., New York, New York 10116 or by calling our toll-free telephone
number.

The following information is contained primarily in the prospectus:

Investment Objectives and Policies
Investment Advisory Services

Certain of the cross references in this Statement of Additional Information
are contained in the prospectus dated May 1, 1996 to which this Statement of
Additional Information relates.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----------
<S> <C>
The Contracts ...................................... SAI-2
Your Responsibilities as Employer .................. SAI-2
Procedures for Withdrawals, Distributions and
Transfers ........................................ SAI-3
Pre-Retirement Withdrawals ........................ SAI-3
Benefit Distributions ............................. SAI-4
Spousal Consent Requirements ...................... SAI-4
Eligible Rollover Distributions and
Federal Income Tax Withholding ................... SAI-5
Premature Withdrawals and Transfers from
a GRA ............................................ SAI-5
Maturing GRAs ..................................... SAI-7
Special Rules for Distributions and Transfers
from the Real Estate Fund ........................ SAI-7
Real Estate Fund Withdrawals from Prime Property
Fund .............................................. SAI-8
Types of Benefits .................................. SAI-8
Provisions of the Master Plan ...................... SAI-10
Plan Eligibility Requirements ..................... SAI-10
Contributions to Qualified Plans .................. SAI-10
Contributions to the ADA Master Plan .............. SAI-11
Allocation of Contributions ....................... SAI-12
The ADA Master Plan and Section 404(c) of ERISA . SAI-12
Vesting ........................................... SAI-12
Prime Property Fund Investments .................... SAI-13
Holdings of Prime Property Fund .................... SAI-15
Investment Restrictions Applicable to the Funds ... SAI-17
The Growth Equity Fund ............................ SAI-17
The Aggressive Equity Fund ........................ SAI-17
The ADA Foreign Fund .............................. SAI-17
The Equity Index Fund ............................. SAI-17
Lifecycle Funds ................................... SAI-18
The Real Estate Fund .............................. SAI-18
How We Value the Assets of the Funds ............... SAI-18
Assets Held in Prime Property Fund ................ SAI-19
Summary of Unit Values for the Funds ............... SAI-20
The Equity Funds ................................ SAI-20
The Real Estate Fund ............................ SAI-21
Prime Property Fund ............................. SAI-22
Growth Equity and Aggressive Equity Fund
Transactions .................................... SAI-22

Prime Property Fund Transactions ................... SAI-23
Investment Management Fee .......................... SAI-23
Underwriter ........................................ SAI-24
Our Management ..................................... SAI-24
Financial Statements ............................... SAI-26
</TABLE>

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

<PAGE>

ADDITIONAL INFORMATION ABOUT THE PROGRAM

THE CONTRACTS

The Program is primarily funded through a group annuity contract issued to
the Trustees by The Equitable Life Assurance Society of the United States
(Equitable Life). The contract governs the Investment Options that are
provided by Equitable Life under the Program. The Trustees have also entered
into two group annuity contracts with New York Life Insurance Company (New
York Life) which govern Guaranteed Rate Accounts opened during the one year
period beginning August 2, 1995. The Trustees hold all contracts for the
benefit of employers and participants in the Program.

In addition, the Trustees and Equitable Life have entered into an
administrative services agreement that governs Equitable Life's duties
relating to administrative support, recordkeeping and marketing for the
Program. This agreement would under most circumstances terminate at the same
time as the group annuity contract.

YOUR RESPONSIBILITIES AS EMPLOYER

If you adopt the ADA Master Plan, you as the employer and plan administrator
will have certain responsibilities, including:

o sending us your contributions at the proper time and in the proper
format;

o maintaining all personnel records necessary for administering your
plan;

o determining who is eligible to receive benefits;

o forwarding to us all the forms your employees are required to submit;

o distributing summary plan descriptions and participant annual reports
to your employees and former employees;

o distributing our prospectuses and confirmation notices to your
employees and, in some cases, former employees;

o filing an annual information return for your plan with the Internal
Revenue Service, if required;

o providing us the information with which to run special
non-discrimination tests, if you have a 401(k) plan or your plan accepts
post-tax employee or employer matching contributions;

o determining the amount of all contributions for each participant in the
plan;

o forwarding salary deferral and post-tax employee contributions to us;
and

o selecting interest rates and monitoring default procedures if you elect
the loan provision in your plan.

SAI-2

<PAGE>

If you, as an employer, have an individually designed plan, your
responsibilities will not be increased in any way by your adoption of the
Pooled Trust for investment only. If you adopt our self-directed prototype
plan, you will be completely responsible for administering the plan and
complying with all of the reporting and disclosure requirements applicable to
qualified plans, with the assistance of the recordkeeper of your choice.

We will give you guidance and assistance in the performance of your
responsibilities. The ultimate responsibility, however, rests with you. If
you have questions about any of your obligations, you can contact our Account
Executives at 1-800-223-5790 or write to us at Box 2486 G.P.O., New York, New
York 10116.

PROCEDURES FOR WITHDRAWALS, DISTRIBUTIONS AND TRANSFERS

PRE-RETIREMENT WITHDRAWALS. Under the Master Plan, self-employed persons may
generally not receive a distribution during employment prior to age 59 1/2
(age 65 in a defined contribution pension plan), and employees may generally
not receive a distribution prior to separation from service. However, if your
employer maintains the Master Plan as a profit sharing plan, you may request
distribution of benefits after you reach age 59 1/2 even if you are still
working. If your employer maintains the Master Plan as a 401(k) plan and you
are under age 59 1/2 , you may withdraw your own 401(k) contributions only if
you can demonstrate financial hardship within the meaning of applicable
Income Tax Regulations. Each withdrawal must be at least $1,000 (or, if less,
your entire Account Balance or the amount of your hardship withdrawal under a
401(k) plan). If your employer terminates the plan, all amounts (subject to
GRA restrictions) may be distributed to participants at that time.

You may withdraw all or part of your Account Balance under the Master Plan
attributable to post-tax employee contributions at any time, subject to any
withdrawal restrictions applicable to the Investment Options, provided that
you withdraw at least $300 at a time (or, if less, your Account Balance
attributable to post-tax employee contributions). See Federal Income Tax
Considerations in the prospectus.

All benefit payments (including withdrawals due to plan terminations) will be
paid in accordance with the rules described below under Benefit
Distributions. All other withdrawals will be effected as of the close of
business on the day we receive the properly completed form.

If you are married, your spouse must consent in writing before you can make
any type of withdrawal. See Spousal Consent Requirements below.

Under the self-directed prototype plan you may receive a distribution upon
attaining normal retirement age as specified in the plan, or upon separation
from service. If your employer maintains the self-directed prototype plan as
a profit sharing plan, an earlier distribution of funds that have accumulated
after two years is available if you incur a financial hardship, as defined in
the plan. In addition, if you are married, your spouse may have to consent in
writing before you can make any type of withdrawal, except for the purchase
of a Qualified Joint and Survivor Annuity. See Spousal Consent Requirements
below.

Under an individually designed plan, the availability of pre-retirement
withdrawals depends on the terms of the plan. We suggest that you ask your
employer what types of withdrawals are available under your plan.

PLEASE NOTE THAT GENERALLY YOU MAY NOT MAKE WITHDRAWALS FROM THE GUARANTEED
RATE ACCOUNTS PRIOR TO MATURITY EVEN IF THE EMPLOYER PLAN PERMITS WITHDRAWALS
PRIOR TO THAT TIME. (SEE PREMATURE WITHDRAWALS AND TRANSFERS FROM A GRA).
TRANSFERS FROM THE ADA FOREIGN FUND, THE EQUITY INDEX FUND, THE AGGRESSIVE
EQUITY FUND AND THE LIFECYCLE FUNDS--CONSERVATIVE AND MODERATE ARE PERMITTED
DAILY EXCEPT UNDER

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INFREQUENT CIRCUMSTANCES WHEN THEY MAY BE SUBJECT TO A DELAY. SEE BENEFIT
DISTRIBUTIONS BELOW. IN ADDITION, THE REAL ESTATE FUND IS SUBJECT TO SPECIAL
WITHDRAWAL RULES WHICH ARE DESCRIBED UNDER SPECIAL RULES FOR DISTRIBUTIONS
AND TRANSFERS FROM THE REAL ESTATE FUND.

BENEFIT DISTRIBUTIONS. In order for you to begin receiving benefits under the
Master Plan, your employer must send us your properly completed Election of
Benefits form and, if applicable, Beneficiary Designation form. If we receive
your properly completed forms on or before the 15th of the month, your
benefits will commence as of the close of business on the first business day
of the next month; if your forms arrive after the 15th, your benefits will
commence as of the close of business on the first business day of the second
following month.

Under an individually designed plan and our self-directed prototype plan,
your employer must send us a request for disbursement form. We will send
single sum payments to your plan's trustee as of the close of business on the
day we receive a properly completed form. If you wish to receive annuity
payments, your plan's trustee may purchase a variable annuity contract from
us. Fixed annuities are available from insurance companies selected by the
Trustees. See Types of Benefits. Annuity payments will be paid directly to
you and will commence as of the close of business on the first business day
of the next month if we receive your properly completed forms on or before
the 15th of the month. If we receive your properly completed forms after the
15th, annuity payments will commence as of the close of business on the first
business day of the second following month.

Transfers and withdrawals from the Aggresive Equity Fund, the ADA Foreign
Fund and the Equity Index Fund may be deferred if there is any delay in
redemption of shares of the respective mutual funds in which the Funds
invest. We generally do not expect any delays.

Transfers and withdrawals from the Lifecycle Funds--Conservative and Moderate
may be deferred if there is any delay in redemption of units of the Lifecycle
Fund Group Trusts. We generally do not expect any such delays.

Special rules apply to withdrawals from the Real Estate Fund. See Special
Rules for Distributions and Transfers from the Real Estate Fund.

Please note that we use the value of your vested benefits at the close of
business on the day payment is due to determine the amount of benefits you
receive. We will not, therefore, begin processing your check until the
following business day. You should expect your check to be mailed within five
days after processing begins. Annuity checks can take longer. If you buy a
fixed annuity, your check will come from the company you selected. If you are
withdrawing more than $50,000 and you would like expedited delivery at your
expense, you may request it on your election of benefits form.

Distributions under a qualified retirement plan such as yours are subject to
extremely complicated legal requirements. When you are ready to retire, we
suggest that you discuss the available payment options with your employer.
Our Account Executives can provide you or your employer with information.

SPOUSAL CONSENT REQUIREMENTS. Under the Master Plan and the self-directed
prototype plan, you may designate a non-spouse beneficiary any time after the
earlier of the first day of the plan year in which you attain age 35 or the
date on which you separate from service with your employer. If you designate
a beneficiary other than your spouse prior to your reaching age 35, your
spouse must consent to the designation and, upon your reaching age 35, must
again give his or her consent or the designation will lapse. You may elect a
benefit (or make a withdrawal) in a form other than a Qualified Joint and
Survivor Annuity within the 90 day period before your annuity starting date.
In order to elect a form of benefit other than

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a Qualified Joint and Survivor Annuity or designate a non-spouse beneficiary,
your spouse must consent to your election in writing. To consent, your spouse
must sign the appropriate line on your election of benefits or beneficiary
designation form. Your spouse's signature must be witnessed by a notary
public or plan representative.

If you change your mind, you may revoke your election and elect a Qualified
Joint and Survivor Annuity or designate your spouse as beneficiary, simply by
filing the appropriate form. Your spouse's consent is not required for this
revocation.

It is also possible for your spouse to sign a blanket consent form. By
signing this form, your spouse consents not just to a specific beneficiary
or, with respect to the waiver of the Qualified Joint and Survivor Annuity,
the form of distribution, but gives you the right to name any beneficiary or,
if applicable, form of distribution you want. Once you file such a form, you
may change your election whenever you want, even without spousal consent. No
spousal consent to a withdrawal or benefit in a form other than a Qualified
Joint and Survivor Annuity is required under certain self-directed prototype
profit sharing plans that do not offer life annuity benefits.

ELIGIBLE ROLLOVER DISTRIBUTIONS AND FEDERAL INCOME TAX WITHHOLDING. All
"eligible rollover distributions" are subject to mandatory federal income tax
withholding of 20% unless the participant elects to have the distribution
directly rolled over to a qualified plan or individual retirement arrangement
(IRA). An "eligible rollover distribution" is a distribution of the taxable
portion of a participant's benefit (other than to the extent that it is a
required minimum distribution under federal income tax rules) unless the
distribution is one of a series of substantially equal periodic payments made
(not less frequently than annually) (1) for the life (or life expectancy) of
the plan participant or the joint lives (or joint life expectancies) of the
plan participant and his or her designated beneficiary, or (2) for a
specified period of 10 years or more. In addition, applicable income tax
regulations provide that the following are not eligible rollover
distributions subject to mandatory 20% withholding:

o certain corrective distributions under Internal Revenue Code (Code)
Section 401(k) plans;

o loans that are treated as deemed distributions under Code Section
72(p); and

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

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

If a distribution is not an "eligible rollover distribution" income tax will
be withheld from all taxable payments unless the recipient elects not to have
income tax withheld.

PREMATURE WITHDRAWALS AND TRANSFERS FROM A GRA. You may transfer amounts from
other Investment Options to a GRA at any time. Transfers may not be made from
one GRA to another or from a GRA to one of the other Investment Options until
the maturity date of the GRA. Likewise, you may not remove amounts from a GRA
prior to maturity in order to obtain a plan loan or make a hardship or
in-service withdrawal. If your plan's assets are transferred to another
funding vehicle from the Program or if your plan is terminated, we will
continue to hold your money in GRAs until maturity. All such GRAs will be
held in the Pooled Trust under the investment- only arrangement. See The
Program--Summary of the Plans and Trusts in the prospectus.

Withdrawals are not permitted prior to maturity unless they are permitted
under your plan and are Exempt or Qualified, as explained below. Exempt
Withdrawals may be made without penalty at any time. Qualified

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Withdrawals are subject to a penalty. No Qualified Withdrawals are permitted
from a five-year GRA during the first two years after the end of its offering
period; this rule does not apply if the amount of the applicable penalty is
less than the interest you have accrued. If you have more than one GRA and
you are taking a partial withdrawal or installments, amounts held in your
most recently purchased three-year or five-year GRA that is available under
the withdrawal rules for Exempt and Qualified Withdrawals will first be used
to make withdrawal or installment payments. Please note that withdrawals,
transfers, reallocations on maturity and benefit distributions from GRAs
provided by a carrier other than Equitable Life are subject to Equitable
Life's receipt of the proceeds of such GRA from such carrier.

Exempt Withdrawal. You may withdraw amounts without penalty from a GRA prior
to its maturity if:

o you are a dentist age 59 1/2 or older and you elect an installment
payout of at least three years or an annuity benefit;

o you are not a dentist and you attain age 59 1/2 or terminate employment
(including retirement);

o you are disabled;

o you attain age 70 1/2 ; or

o you die.

Qualified Withdrawal. You may withdraw amounts with a penalty from a GRA
prior to its maturity if you are a dentist and are taking payment upon
retirement after age 59 1/2 under a distribution option of less than three
years duration. The interest paid to you upon withdrawal will be reduced by
an amount calculated as follows:

(i) the amount by which the three-year GRA rate being offered on the
date of withdrawal exceeds the GRA rate from which the withdrawal is made,
times

(ii) the years and/or fraction of a year until maturity, times

(iii) the amount withdrawn from the GRA.

We will make this calculation based on GRA rates without regard to deductions
for the applicable Program expense charge. If the three-year GRA is not being
offered at the time of withdrawal, the adjustment will be based on then
current rates on U.S. Treasury notes or for a comparable option under the
Program.

Your original contributions will never be reduced by this adjustment. No
adjustment is made if the current three-year GRA rate is equal to or less
than the rate for the GRA from which the Qualified Withdrawal is being made.
A separate adjustment is calculated for each GRA. If the interest accumulated
in one GRA is insufficient to recover the amount calculated under the
formula, the excess may be deducted as necessary from interest accumulated in
other GRAs of the same duration.

EXAMPLE: You contribute $1,000 to a three-year GRA on January 1 with a rate
of 4%. Two years later you make a Qualified Withdrawal. Your GRA balance is
$1,082. The current GRA rate is 6%; (i) 6%-4%=2%, (ii) 2% X 1 year=2%, (iii)
2% X $1,082=$21.64. The withdrawal proceeds would be $1,082-$21.64=$1,060.36.

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MATURING GRAS

o Your confirmation notice lists the maturity date for each GRA you hold.

o You may arrange in advance for the reinvestment of your maturing GRAs
by filing a GRA maturity form or by using the Account Investment Management
("AIM") system. (Instructions must be received at least four days before the
GRA matures.)

o The instructions you give us remain in effect until you change them
(again, at least four days before you want the change to go into effect).

o You may have different instructions for your GRAs attributable to
employer contributions than for your GRAs attributable to employee
contributions.

o If you reinvest a maturing GRA in a new GRA, the reinvestment date is
the date of maturity.

o If you have never provided GRA maturity instructions, your maturing
GRAs will be allocated to the Money Market Guarantee Account.

SPECIAL RULES FOR DISTRIBUTIONS AND TRANSFERS FROM THE REAL ESTATE
FUND. PLEASE NOTE THAT AT TIMES OF INSUFFICIENT LIQUIDITY WITHDRAWALS FROM
THE REAL ESTATE FUND AND PRIME PROPERTY FUND COULD BE DELAYED IN ACCORDANCE
WITH THE PROCEDURES DESCRIBED BELOW. AT THIS TIME THE REAL ESTATE FUND IS
FULFILLING WITHDRAWAL REQUESTS ON A CURRENT BASIS. YOU MAY CALL US TO RECEIVE
CURRENT INFORMATION REGARDING THE STATUS OF REAL ESTATE FUND WITHDRAWALS. SEE
SPECIAL RISKS RELATED TO THE REAL ESTATE FUND IN THE PROSPECTUS FOR MORE
INFORMATION.

There is a minimum wait of one calendar quarter for withdrawals from the Real
Estate Fund. All distributions and transfers from the Real Estate Fund will
be scheduled to be made shortly after the end of the calendar quarter
following the quarter in which we receive properly completed forms. (See The
Real Estate Fund in the prospectus for more information on how we value and
liquidate Real Estate Fund Units.) The amount distributed will be based on
the Real Estate Fund's Unit Value on the date distribution is made.
Withdrawals from the Real Estate Fund must be made in amounts of at least
$1,000 or, if less, your balance in the Real Estate Fund.

IN ADDITION TO THE WAIT OF AT LEAST ONE CALENDAR QUARTER WHICH IS REQUIRED BY
OUR PROCEDURES, IT IS ALSO POSSIBLE THAT THE REAL ESTATE FUND WILL NOT HAVE
ENOUGH CASH TO MAKE ALL WITHDRAWALS AND TRANSFERS WHEN REQUESTED. If at the
end of a calendar quarter the Real Estate Fund does not have enough cash to
pay all scheduled withdrawals, they will be divided into two priority
categories. Priority 1 consists of all amounts requested because of death or
disability or after age 70 1/2. Priority 2 consists of all other requests.
THE REAL ESTATE FUND WILL SATISFY ALL SCHEDULED PRIORITY 1 DISTRIBUTION
REQUESTS BEFORE IT SATISFIES ANY PRIORITY 2 REQUEST, EVEN IF THE PRIORITY 1
REQUESTS WERE RECEIVED AFTER THE PRIORITY 2 REQUESTS. If the Real Estate Fund
does not have enough cash to make all Priority 1 distributions, they will be
paid in the order the requests were received. After the Real Estate Fund has
made all Priority 1 distributions, it will make Priority 2 distributions and
transfers. If the Real Estate Fund does not satisfy all scheduled Priority 2
distributions and transfer requests, they will be paid in the order the
requests were received.

To make Priority 1 distributions, the Real Estate Fund will use substantially
all its liquid assets, keeping only a reserve that we believe is adequate for
anticipated expenses. If possible, the Real Estate Fund will also liquidate
as much of its interest in Prime Property Fund as required. With regard to
Priority 2, we will make distributions and transfers to the extent that funds
are available from cash flow and from liquidation of Prime Property Fund
units. However, we will not make Priority 2 distributions and transfers if
the Real Estate Fund cannot liquidate enough of its interest in Prime
Property Fund and we believe that it would be desirable to maintain liquidity
to meet anticipated Priority 1 distributions.

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Requests that remain unpaid will be scheduled for the next quarterly
distribution date. At that time they will be satisfied to the extent
possible, in accordance with their respective priorities and order of
receipt. Please note that if you make a Priority 2 request that is not paid
when scheduled, Priority 1 distributions requested in later quarters may be
paid before your Priority 2 request.

REAL ESTATE FUND WITHDRAWALS FROM PRIME PROPERTY FUND. If the Real Estate
Fund does not have enough liquid assets to pay all requested withdrawals, it
will seek to withdraw some or all of its interest from Prime Property Fund.
We may postpone withdrawals from Prime Property Fund, however, for such time
as we reasonably consider necessary to obtain the amount to be withdrawn or
to protect the interests of other participants in Prime Property Fund. In
making this determination, we consider primarily (i) the availability of cash
to manage Prime Property Fund's property holdings, to meet emergencies and to
meet commitments for property acquisitions and loans, (ii) the time necessary
to dispose of properties and (iii) any adverse impact of proposed property
sales on other participants in Prime Property Fund. Except as described
below, Prime Property Fund has been able to pay withdrawals when requested
since its inception in 1973.

If withdrawal from Prime Property Fund is restricted, any payment from Prime
Property Fund is applied pro rata to the withdrawal requests of all
participants in Prime Property Fund that are eligible for payment on the
withdrawal date, regardless of when those requests were made. Prime Property
Fund withdrawal requests not satisfied by a pro rata distribution are
deferred until the next withdrawal date (generally the last business day of
the following quarter), at which time the amount available for distribution
will again be applied pro rata to all pending requests. For purposes of this
policy, the Real Estate Fund is considered a single participant in Prime
Property Fund, on par with each other participant in Prime Property Fund.
From the first quarter of 1995 through the third quarter of 1995, Prime
Property Fund satisfied all participant withdrawal requests. As of the fourth
quarter of 1995, the Prime Property Fund was unable to satisfy all
participant withdrawal requests. Consequently, withdrawals from Prime
Property Fund are being delayed in accordance with the procedures discussed
above. However, since June 1994 the Real Estate Fund has had sufficient
liquidity; and withdrawals have not been restricted. If the Real Estate Fund
experiences periods of insufficient liquidity withdrawals may be delayed in
accordance with the procedures described above. See Special Rules for
Distributions and Transfers from the Real Estate Fund. There have been other
periods when there was insufficent available cash in Prime Property Fund to
meet all withdrawal requests and the above withdrawal procedures were put
into place for all pending Prime Property Fund withdrawal requests. During
these other periods Real Estate Fund withdrawals were not delayed or
restricted in any manner because there was sufficient liquidity in the Real
Estate Fund.

In general, a withdrawal from Prime Property Fund by one or more of its
larger investors could significantly reduce its cash position and increase
the likelihood that the Real Estate Fund would not have cash sufficient to
meet all withdrawal requests. At December 31, 1995 there were 206
participants in Prime Property Fund, none of which held more than 3.6% of
Prime Property Fund.

TYPES OF BENEFITS

Under the Master Plan, and under most self-directed prototype plans, except
as provided below, you may select one or more of the following forms of
distribution once you are eligible to receive benefits. Please see Benefit
Distributions under Procedures for Withdrawals, Distributions and Transfers.
Not all of these distribution forms may be available to you, if your employer
has adopted an individually designed plan or a self-directed prototype profit
sharing plan that does not offer annuity benefits. We suggest you ask your
employer what types of benefits are available under your plan.

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<PAGE>

Fixed annuities are available from insurance companies selected by the
Trustees, which meet criteria established by the Trustees from time to time.
Fixed annuities are currently not available from Equitable Life. The types of
fixed annuity benefits described below will be available through one or more
of such companies. Upon your request, the companies will provide annuity
benefit information. We will have no further responsibility for the amount
used to purchase the annuity once it has been sent to the insurance company
you select. The cost of a fixed annuity is determined by each insurance
company based on its current annuity purchase rates. The amount of your
monthly annuity benefit will depend on the type of annuity selected, your age
and the age of your beneficiary if you select a joint and survivor annuity.
Your Account Executive has more details regarding the insurance companies
currently providing annuity benefits under the Program.

QUALIFIED JOINT AND SURVIVOR ANNUITY. An annuity providing equal monthly
payments for your life and, after your death, for your surviving spouse's
life. No payments will be made after you and your spouse die, even if you
have received only one payment. THE LAW REQUIRES THAT IF THE VALUE OF YOUR
VESTED BENEFITS EXCEEDS $3,500, YOU MUST RECEIVE A QUALIFIED JOINT AND
SURVIVOR ANNUITY UNLESS YOUR SPOUSE CONSENTS IN WRITING TO A CONTRARY
ELECTION. Please see Spousal Consent Requirements under Procedures for
Withdrawals, Distributions and Transfers for an explanation of the procedures
for electing not to receive a Qualified Joint and Survivor Annuity.

LUMP SUM PAYMENT. A single payment of all or part of your vested benefits. If
you take a lump sum payment of only part of your balance, it must be at least
$1,000. If you have more than one GRA, amounts held in your most recent GRA
will first be used to make payment. IF YOUR VESTED BENEFIT IS $3,500 OR LESS,
YOU MAY REQUEST A LUMP SUM PAYMENT OF THE ENTIRE AMOUNT.

PERIODIC INSTALLMENTS. Monthly, quarterly, semi-annual or annual payments
over a period of at least three years, where the initial payment on a monthly
basis is at least $300. You can choose either a time-certain payout, which
provides variable payments over a specified period of time, or a
dollar-certain payout, which provides level payments over a variable period
of time. During the installment period, your remaining Account Balance will
be invested in whatever Options you designate, other than the Real Estate
Fund; each payment will be drawn pro rata from all the Options you have
selected. If you elect installment payments, you may not leave or place any
assets in the Real Estate Fund. If you have more than one GRA, amounts held
in your most recently purchased three-year or five-year GRA will first be
used to make installment payments. If you die before receiving all the
installments, we will make the remaining payments to your beneficiary.

LIFE ANNUITY. An annuity providing monthly payments for your life. No
payments will be made after your death, even if you have received only one
payment.

LIFE ANNUITY--PERIOD CERTAIN. An annuity providing monthly payments for your
life or, if longer, a specified period of time. If you die before the end of
that specified period, payments will continue to your beneficiary until the
end of the period. Subject to legal limitations, you may specify a minimum
payment period of 5, 10, 15 or 20 years; the longer the specified period, the
smaller the monthly payments will be.

JOINT AND SURVIVOR ANNUITY. An annuity providing monthly payments for your
life and that of your beneficiary. You may specify the percentage of the
annuity payment to be made to your beneficiary. Subject to legal limitations,
that percentage may be 100%, 75%, 50%, or any other percentage you specify.

JOINT AND SURVIVOR ANNUITY--PERIOD CERTAIN. An annuity providing monthly
payments for your life and that of your beneficiary or, if longer, a
specified period of time. If you and your beneficiary both die before the end
of the specified period, payments will continue to your contingent
beneficiary until the end of the

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period. Subject to legal limitations, you may specify a minimum payment
period of 5, 10, 15 or 20 years and the percentage of the annuity payment to
be made to your beneficiary (as noted above under Joint and Survivor
Annuity); the longer the specified period, the smaller the monthly payments
will be.

CASH REFUND ANNUITY. An annuity providing equal monthly payments for your
life with a guarantee that the sum of those payments will be at least equal
to the portion of your vested benefits used to purchase the annuity. If upon
your death the sum of the monthly payments to you is less than that amount,
your beneficiary will receive a lump sum payment of the remaining guaranteed
amount.

Under a Qualified Joint and Survivor Annuity or a Cash Refund Annuity, the
amount of the monthly payments is fixed at retirement and remains level
throughout the distribution period. Under the Life Annuity, Life
Annuity--Period Certain, Joint and Survivor Annuity and Joint and Survivor
Annuity-- Period Certain, you may select either fixed or variable payments.
All forms of variable annuity benefits under the Program will be provided by
us. The payments under variable annuity options reflect the investment
performance of the Growth Equity Fund. If you are interested in a variable
annuity, when you are ready to select your benefit please ask our Account
Executives for our variable annuity prospectus supplement.

PROVISIONS OF THE MASTER PLAN

PLAN ELIGIBILITY REQUIREMENTS. Under the Master Plan, the employer specifies
the eligibility requirements for its plan in the Participation Agreement. The
employer may exclude any employee who has not attained a specified age (not
to exceed 21) and completed a specified number of years (not to exceed two)
in each of which he completed 1,000 hours of service. No more than one year
of eligibility service may be required for a 401(k) arrangement.

The employer may also exclude salaried dentists (those with no ownership
interest in the practice), employees of related employers, leased employees
and certain other types of employees at the employer's election, provided
such exclusion does not cause the Plan to discriminate in favor of "highly
compensated" employees (defined below). The Master Plan provides that a
partner or shareholder may, upon commencement of employment or upon first
becoming eligible to participate in any qualified plan of the employer, make
a one-time irrevocable election not to participate in the plan or to make a
reduced contribution. This election applies to all plans of the employer, now
and in the future, and should be discussed with your tax advisor.

CONTRIBUTIONS TO QUALIFIED PLANS. The provisions of the Internal Revenue Code
(Code) relating to contributions under qualified retirement plans are
outlined briefly below. For purposes of this outline we have assumed that you
are not a participant in any other qualified retirement plan.

The employer's contributions to the plan are deductible in the year for which
they are made. As a general rule, employer contributions must be made for any
year by the due date (including extensions) for filing the employer's federal
income tax return for that year. However, participants' salary deferrals
under a 401(k) plan must be contributed by the employer as soon as
practicable after the payroll period for which the deferral is made.
Regulations have been proposed that would require the employer to remit
contributions to the plan in accordance with the employer's schedule of
remitting withheld federal income tax.

If the employer contributes more to the plan than is deductible under the
rules described below, the employer may be liable for a 10% penalty tax on
that nondeductible amount and may risk disqualifying the plan.

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CONTRIBUTIONS TO THE ADA MASTER PLAN. The employer makes annual contributions
to its plan based on the plan's provisions.

An employer that adopts the Master Plan as a profit sharing plan makes
contributions in discretionary amounts to be determined annually. The
aggregate employer contribution to the plan, including participants' salary
deferrals under a 401(k) arrangement, is limited to 15% of all participants'
compensation for the plan year. For plan purposes, compensation for
self-employed persons does not include deductible plan contributions made on
behalf of the self-employed person.

A 401(k) arrangement is available as part of the profit sharing plan. Under a
401(k) arrangement, employees are permitted to make contributions to the plan
on a pre-tax basis. The maximum amount that may be contributed by highly
compensated employees is limited depending upon the amount that is
contributed by non-highly compensated employees and the amount the employer
designates as a nonforfeitable 401(k) contribution. In 1996, "highly
compensated" employee for this purpose is (a) an owner of more than 5% of the
practice, or (b) anyone with earnings of more than $100,000 from the
practice, or (c) anyone with earnings of more than $66,000 from the practice
who is among the highest-paid 20% of employees, or (d) an officer of the
practice with earnings of more than $60,000. In any event, the maximum amount
each employee may defer is limited to $9,500 for 1996 reduced by that
employee's salary reduction contributions to simplified employee pensions
(SEPs), employee contributions to tax deferred (Section 403(b)) annuities,
and contributions deductible by the employee under a trust described under
Section 501(c)(18) of the Code.

If the employer adopts the Master Plan as a defined contribution pension
plan, its contribution is equal to the percentage of each participant's
compensation that is specified in the Participation Agreement.

Under either type of plan, compensation in excess of $150,000 must be
disregarded in making contributions. Contributions may be integrated with
Social Security which means that contributions with respect to each
participant's compensation in excess of the integration level may exceed
contributions made with respect to compensation below the integration level,
within limits imposed by the Code. Your Account Executive can help you
determine the legally permissible contribution.

Contributions on behalf of non-key employees must be at least 3% of
compensation (or, under the profit sharing plan, the percentage contributed
on behalf of key employees, if less than 3%). In 1996, "key employee" means
(a) an owner of one of the ten largest (but more than 1/2 %) interests in the
practice with earnings of more than $30,000, or (b) an officer of the
practice with earnings of more than $60,000 or (c) an owner of more than 5%
of the practice, or (d) an owner of more than 1% of the practice with
earnings of more than $150,000. For purposes of (b), no more than 50
employees (or, if less, the greater of 3 or 10% of the employees) shall be
treated as officers.

Certain plans may also permit participants to make post-tax contributions. We
will maintain a separate account to reflect each participant's post-tax
contributions and the earnings (or losses) thereon. Post-tax contributions
are now subject to complex rules under which the maximum amount that may be
contributed by highly compensated employees is limited, depending on the
amount contributed by non-highly compensated employees. BEFORE PERMITTING ANY
HIGHLY-COMPENSATED EMPLOYEE TO MAKE POST-TAX CONTRIBUTIONS, THE EMPLOYER
SHOULD MAKE SURE THAT ALL NON-DISCRIMINATION TESTS HAVE BEEN PASSED. If an
employer employs only "highly compensated" employees (as defined above),
post-tax contributions may not be made to the plan. In addition, the employer
may make matching contributions to certain plans, i.e., contributions which
are based upon the amount of post-tax or pre-tax 401(k) contributions made by
plan participants. Special non-discrimination rules apply to matching
contributions and may limit the amount of matching contributions that may be
made on behalf of highly compensated employees.

SAI-11

<PAGE>

Contributions on behalf of each participant are limited to the lesser of
$30,000 and 25% of his earnings (excluding, in the case of self-employed
persons, all deductible plan contributions). The participant's post-tax
contributions are taken into account for purposes of applying this
limitation.

Each participant's Account Balance equals the sum of the amounts accumulated
in each Investment Option. We will maintain separate records of each
participant's interest in each of the Investment Options attributable to
employer contributions, 401(k) non-elective contributions, 401(k) elective
contributions, post-tax employee contributions and employer matching
contributions. Any amounts rolled over from the plan of a previous employer
will also be accounted for separately. Our records will also reflect each
participant's degree of vesting (see below) in his Account Balance
attributable to employer contributions and employer matching contributions.

The participant will receive an individual confirmation of each transaction
(including the deduction of record maintenance and report fees). The
participant will also receive an annual statement showing his Account Balance
in each Investment Option attributable to each type of contribution. Based on
information supplied by you, we will run the required special
non-discrimination tests (Actual Deferral Percentage and Actual Contribution
Percentage) applicable to 401(k) plans and plans that accept post-tax
employee contributions or employer matching contributions.

Elective deferrals to a 401(k) plan are subject to applicable FICA (social
security) and FUTA (unemployment) taxes.

ALLOCATION OF CONTRIBUTIONS. Contributions may be allocated among any number
of the Investment Options. Allocation instructions may be changed at any
time, and as often as needed, by calling the AIM System. New instructions
become effective on the business day we receive them. Employer contributions
may be allocated in different percentages than employee contributions. The
allocation percentages elected for employer contributions will automatically
apply to any 401(k) qualified non-elective contributions, qualified matching
contributions and matching contributions. The allocation percentages for
employee contributions will automatically apply to any post-tax employee
contributions and 401(k) salary deferral contributions. IF WE HAVE NOT
RECEIVED VALID INSTRUCTIONS, WE WILL ALLOCATE CONTRIBUTIONS TO THE MONEY
MARKET GUARANTEE ACCOUNT.

The ADA Master Plan and Section 404(c) of ERISA. The ADA Master Plan is a
participant directed individual account plan designed to comply with the
requirements of Section 404(c) of ERISA. Section 404(c) of ERISA, and the
related Department of Labor (DOL) regulation, provide that if a Participant
or beneficiary exercises control over the assets in his or her plan account,
plan fiduciaries will not be liable for any loss that is the direct and
necessary result of the Participant's or beneficiary's exercise of control.
This means that if the employer plan complies with Section 404(c) and the DOL
regulation thereunder, participants can make and are responsible for the
results of their own investment decisions.

Section 404(c) plans must, among other things, make a broad range of
investment choices available to Participants and beneficiaries and must
provide them with enough information to make informed investment decisions.
The ADA Program provides the broad range of investment choices and
information that are needed in order to meet the requirements of Section
404(c). Our suggested summary plan descriptions, annual reports,
prospectuses, and confirmation notices provide the required investment
information; it is the employer's responsibility, however, to see that this
information is distributed in a timely manner to participants and
beneficiaries. You should read this information carefully before making your
investment decisions.

VESTING. Vesting refers to the nonforfeitable portion of a participant's
Account Balance attributable to employer contributions under the Master Plan.
The participant's Account Balance attributable to 401(k)

SAI-12

<PAGE>

contributions (including salary deferral, qualified non-elective and
qualified matching contributions), post-tax employee contributions and to
rollover contributions is nonforfeitable at all times.

A participant will become fully vested in all benefits if still employed at
death, disability, attainment of normal retirement age or upon termination of
the plan. If the participant terminates employment before that time, any
benefits that have not yet become vested under the plan's vesting schedule
will be forfeitable. The normal retirement age is 65 under the Master Plan.

Benefits must vest in accordance with any of the schedules below or one at
least as favorable to participants:

<TABLE>
<CAPTION>
SCHEDULE A SCHEDULE B SCHEDULE C
YEARS OF VESTED VESTED VESTED
SERVICE PERCENTAGE PERCENTAGE PERCENTAGE
- ---------- ------------ ------------ ------------
<S> <C> <C> <C>
1 0% 0% 0%
2 100 20 0
3 100 40 100
4 100 60 100
5 100 80 100
6 100 100 100
</TABLE>

If the plan requires more than one year of service for participation, it must
use Schedule A or one at least as favorable to participants.

PRIME PROPERTY FUND INVESTMENTS

Since typically 90% to 100% of the Real Estate Fund's assets are invested in
Prime Property Fund, we have provided the following information about the
investments of Prime Property Fund.

Prime Property Fund seeks the acquisition and long-term ownership of
high-grade, income-producing real property. Prime Property Fund seeks to
invest in properties that are located in strong rental markets and have
continuous potential for resale. At December 31, 1995, Prime Property Fund
held 171 investments in wholly-owned properties and equities in partnerships
with an aggregate appraised value of over $3.1 billion.

Prime Property Fund seeks to diversify its property portfolio by usage and
location. Prime Property Fund's major holdings (in wholly-owned properties
and equities in partnerships) as of December 31, 1995 included:

o 32 retail properties, primarily super-regional shopping centers, with
an aggregate market value of $1,665.3 million.

o 43 office properties, with an aggregate market value of $896.3 million.

o 84 industrial properties (primarily warehouses) and research and
development facilities, with an aggregate market value of $373.9 million.

o 5 hotels, with an aggregate market value of $117.4 million.

o 7 other properties, which include any other income-producing properties
not specifically mentioned above, with an aggregate market value of $34.1
million.

In addition to wholly-owned properties and equities in partnerships, Prime
Property Fund has eight investments in mortgage loans receivable with an
aggregate market value of $311 million, or 9.2% of Prime Property Fund's
investments. Mortgages may be accepted as partial consideration for
properties sold.

SAI-13

<PAGE>

BORROWINGS. There is no limit on mortgage indebtedness with respect to any
one property. During the period from 1986 through 1995 Prime Property Fund's
total borrowings secured by wholly-owned properties ranged from 6.2% to 17.9%
of the total portfolio value. Properties held by joint ventures may also be
mortgaged. The borrowings on wholly-owned properties held in Prime Property
Fund as of December 31, 1995 are summarized below.

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

Summary of Borrowings on Wholly-Owned Properties*--December 31, 1995

<TABLE>
<CAPTION>
<S> <C>
Number of mortgages payable ........... 7
Number of encumbered properties ...... 13
Outstanding borrowings (millions) .... 528.8
Borrowings as a percent of total value 17.9%
</TABLE>

*Prime Property Fund also held interests in real estate partnerships
having total assets of $1,284 million and total liabilities of $915 million.
- -----------------------------------------------------------------------------

SAI-14

<PAGE>

HOLDINGS OF PRIME PROPERTY FUND

The charts below describe the investments in wholly-owned properties,
partnership equities and mortgage and construction loans receivable of Prime
Property Fund as of December 31, 1995 and for the other periods indicated.

<TABLE>
<CAPTION>
DISTRIBUTION OF INVESTMENT VALUE BY TYPE AND LOCATION* (BY
PERCENTAGE) -- DECEMBER 31, 1995
- ---------------------------------------------------------------
SOUTH EAST MID-WEST WEST TOTAL
- --------------- ------- ------- ---------- ------- -------
<S> <C> <C> <C> <C> <C>
Industrial/R&D 2.9% 2.4% 1.3% 4.4% 11.0%
Office 1.2 16.1 1.1 11.7 30.1
Retail 13.4 14.1 21.6 6.3 55.4
Hotel 0.9 1.5 -- 1.1 3.5
Special Purpose 0.1 0.9 -- -- 1.0
- --------------- ------- ------- ---------- ------- -------
Total 18.5% 35.0% 24.0% 23.5% 100.0%
- --------------- ------- ------- ---------- ------- -------
</TABLE>

<TABLE>
<CAPTION>
DISTRIBUTION OF INVESTMENTS BY TYPE AND LOCATION* (BY NUMBER
OF INVESTMENTS) -- DECEMBER 31, 1995
- -------------------------------------------------------------
SOUTH EAST MID-WEST WEST TOTAL
- --------------- ------- ------ ---------- ------ -------
<S> <C> <C> <C> <C> <C>
Industrial/R&D 29 21 13 21 84
Office 3 26 7 11 47
Retail 10 12 10 3 35
Hotel 1 3 -- 1 5
Special Purpose 1 6 1 -- 8
- --------------- ------- ------ ---------- ------ -------
Total 44 68 31 36 179
- --------------- ------- ------ ---------- ------ -------
</TABLE>

<TABLE>
<CAPTION>
DISTRIBUTION OF INVESTMENT VALUE BY LOCATION* (BY
PERCENTAGE)
- ------------------------------------------------------
1995 1994 1993 1992 1991
- ---------- ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
South 18.5 19.7% 20.0% 20.8% 24.9%
East 35.0 31.0 30.9 29.9 29.3
Mid-West 24.0 27.3 27.6 26.6 23.8
West 22.5 22.0 21.5 22.7 22.0
- ---------- ------ ------- ------- ------- -------
</TABLE>

*Each region comprises the states indicated:

South: Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi,
Oklahoma, Tennessee, Texas

East: Connecticut, Delaware, District of Columbia, Kentucky, Maine,
Maryland, Massachusetts, New Hampshire, New Jersey, New York, North
Carolina, Pennsylvania, Rhode Island, South Carolina, Vermont, Virginia,
West Virginia

Mid-West: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri,
Nebraska, North Dakota, Ohio, South Dakota, Wisconsin

West: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada,
New Mexico, Oregon, Utah, Washington, Wyoming

SAI-15

<PAGE>

<TABLE>
<CAPTION>
DISTRIBUTION OF INVESTMENT VALUE BY PROPERTY TYPE (BY
PERCENTAGE)
- ------------------------------------------------------------
1995 1994 1993 1992 1991
- --------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Industrial/R&D 11.0% 10.6% 10.8% 11.4% 10.9%
Office 30.1 24.9 25.2 26.8 33.2
Retail 54.4 60.8 60.0 57.6 51.6
Hotel 3.5 3.2 2.9 3.3 3.8
Special Purpose 1.0 0.5 1.1 0.9 0.5
- --------------- ------- ------- ------- ------- -------
</TABLE>

<TABLE>
<CAPTION>
DISTRIBUTION OF INVESTMENT VALUE BY TYPE OF OWNERSHIP (BY PERCENTAGE) --
DECEMBER 31, 1995
- --------------------------------------------------------------------------
WHOLLY-OWNED EQUITY IN MORTGAGE LOANS
REAL ESTATE* PARTNERSHIPS RECEIVABLE TOTAL
- --------------- -------------- -------------- ---------------- -------
<S> <C> <C> <C> <C>
Industrial/R&D 10.6% 0.4% -- 11.0%
Office 23.2 3.1 3.8% 30.1
Retail 48.3 0.7 5.4 54.4
Hotel 2.3 1.2 -- 3.5
Special Purpose 0.1 0.9 -- 1.0
- --------------- -------------- -------------- ---------------- -------
Total 84.5% 6.3% 9.2% 100.0%
- --------------- -------------- -------------- ---------------- -------
</TABLE>

* Title to wholly-owned properties allocated to Prime Property Fund is
generally held in Equitable Life's name.

<TABLE>
<CAPTION>
DISTRIBUTION OF INVESTMENTS BY VALUE RANGE* -- DECEMBER 31,
1995
- -------------------------------------------------------------
INVESTMENT PERCENTAGE OF
VALUE PERCENTAGE OF NUMBER OF TOTAL NUMBER
(MILLIONS) INVESTMENT VALUE INVESTMENTS OF INVESTMENTS
- ------------ ---------------- ------------- --------------
<S> <C> <C> <C>
Under $2.5 2.0% 48 26.8%
$2.5-$5 3.9 36 20.1
$5-$10 6.9 33 18.4
$10-$20 7.2 17 9.5
$20-$50 27.3 28 15.7
$50-$100 20.7 10 5.6
Over $100 32.0 7 3.9
- ------------ ---------------- ------------- --------------
Total 100.0% 179 100.0%
- ------------ ---------------- ------------- --------------
</TABLE>

* Includes all investments stated at the Fund's ownership share.

SAI-16

<PAGE>

INVESTMENT RESTRICTIONS APPLICABLE TO THE FUNDS

THE GROWTH EQUITY FUND. The Growth Equity Fund will not:

o trade in foreign exchange (except transactions incidental to the
settlement of purchases or sales of securities);

o make an investment in order to exercise control or management over a
company;

o underwrite the securities of other companies, including purchasing
securities that are restricted under the 1933 Act or rules or regulations
thereunder (restricted securities cannot be sold publicly until they are
registered under the 1933 Act), except as stated below;

o make short sales, except when the Fund has, by reason of ownership of
other securities, the right to obtain securities of equivalent kind and
amount that will be held so long as they are in a short position;

o trade in commodities or commodity contracts; purchase or write puts and
calls (options);

o purchase real estate or mortgages, except as stated below. The Fund may
buy shares of real estate investment trusts listed on stock exchanges or
reported on the National Association of Securities Dealers, Inc. automated
quotation system ("NASDAQ");

o have more than 5% of its assets invested in the securities of any one
registered investment company. A Fund may not own more than 3% of an
investment company's outstanding voting securities. Finally, total holdings
of investment company securities may not exceed 10% of the value of the
Fund's assets;

o purchase any security on margin or borrow money except for short-term
credits necessary for clearance of securities transactions;

o make loans, except loans through the purchase of debt obligations or
through entry into repurchase agreements; or

o invest more than 10% of its total assets in restricted securities, real
estate investments, or portfolio securities not readily marketable.

o make an investment in an industry if that investment would make the
Fund's holding in that industry exceed 25% of its assets. The United States
government, and its agencies and instrumentalities, are not considered
members of any industry.

THE AGGRESSIVE EQUITY FUND. The Aggressive Equity Fund will operate as
discussed in The Equity Funds--The Aggressive Equity Fund in the prospectus,
and will be subject to the investment policies and limitations described
there. The prospectus for the MFS Emerging Growth Fund describes the
investment objective, policies and limitations applicable to the Fund. A free
copy of the MFS Emerging Growth Fund prospectus may be obtained by calling an
Equitable Life Account Executive.

THE ADA FOREIGN FUND. The ADA Foreign Fund will operate as discussed in The
Equity Funds--The ADA Foreign Fund in the prospectus, and will be subject to
the investment policies and limitations described there. The prospectus for
the Templeton Foreign Fund describes the investment objective, policies and
limitations applicable to that Fund. A free copy of the Templeton Foreign
Fund prospectus may be obtained by calling an Equitable Life Account
Executive.

THE EQUITY INDEX FUND. The Equity Index Fund will operate as discussed in The
Equity Funds--The Equity Index Fund in the prospectus, and will be subject to
the investment policies and limitations

SAI-17

<PAGE>

described there. The prospectus for the Seven Seas Series Fund describes the
investment objective, policies and limitations applicable to the Seven Seas
S&P 500 Index Fund. A free copy of the Seven Seas Series Fund prospectus may
be obtained by calling an Equitable Life Account Executive.

LIFECYCLE FUNDS. The Lifecycle Funds will operate as discussed in The Equity
Funds--The Lifecycle Funds in the prospectus, and will be subject to the
investment policies and limitations described there. Our separate prospectus
for the Lifecycle Funds describes the investment objectives, policies and
limitations applicable to the Lifecycle Fund Group Trusts. A free copy of
that prospectus may be obtained by calling an Equitable Life Account
Executive.

THE REAL ESTATE FUND. The Real Estate Fund will operate as discussed in The
Real Estate Fund in the prospectus, and will be subject to the investment
policies and limitations described there.

HOW WE VALUE THE ASSETS OF THE FUNDS

THE GROWTH EQUITY FUND. The assets of the Growth Equity Fund are valued as
follows:

o STOCKS listed on national securities exchanges or traded on the NASDAQ
national market system are valued at the last sale price. If on a particular
day there is no sale, they are valued at the latest available bid price
reported on a composite tape. Other unlisted securities reported on the
NASDAQ system are valued at inside (highest) quoted bid prices.

o FOREIGN SECURITIES not traded directly, or in ADR form, in the United
States, are valued at the last sale price in the local currency on an
exchange in the country of origin. Foreign currency is converted into dollars
at current exchange rates.

o UNITED STATES TREASURY SECURITIES and other obligations issued or
guaranteed by the United States Government, its agencies or instrumentalities
are valued at representative quoted prices.

o LONG-TERM PUBLICLY TRADED CORPORATE BONDS (i.e., maturing in more than
one year) are valued at prices obtained from a bond pricing service of a
major dealer in bonds when such prices are available; however, in
circumstances where it is deemed appropriate to do so, an over-the-counter or
exchange quotation may be used.

o CONVERTIBLE PREFERRED STOCKS listed on national securities exchanges
are valued at their last sale price or, if there is no sale, at the latest
available bid price.

o CONVERTIBLE BONDS and UNLISTED CONVERTIBLE PREFERRED STOCKS are valued
at bid prices obtained from one or more major dealers in such securities;
where there is a discrepancy between dealers, values may be adjusted based on
recent premium spreads to the underlying common stock.

o SHORT-TERM DEBT SECURITIES that mature in more than 60 days are valued
at representative quoted prices. Short-term debt securities that mature in 60
days or less are valued at amortized cost, which approximates market value.
The Growth Equity Fund, as well as the Real Estate Fund, may also acquire
short-term debt securities through units in our Separate Account No. 2A.
These unit values are calculated in the same way as Fund Units. The assets of
Separate Account No. 2A are valued as described above.

Our investment officers determine in good faith the fair value of securities
and other assets that do not have a readily available market price in
accordance with accepted accounting practices and applicable laws and
regulations.

SAI-18

<PAGE>

THE AGGRESSIVE EQUITY FUND. The Fund will invest all of its assets in the MFS
Emerging Growth Fund. The asset value of the MFS Emerging Growth Fund is
computed on a daily basis by the MFS Emerging Growth Fund. See the prospectus
of the MFS Emerging Growth Fund for information on valuation methodology.

THE ADA FOREIGN FUND. The Fund will invest all of its assets in shares of the
Templeton Foreign Fund. The asset value of the Templeton Foreign Fund is
computed on a daily basis by the Templeton Foreign Fund. See the prospectus
of the Templeton Foreign Fund for information on valuation methodology.

THE EQUITY INDEX FUND. The Fund will invest all of its assets in the Seven
Seas S&P 500 Fund. The asset value of the Seven Seas S&P 500 Index Fund is
computed on a daily basis by the Seven Seas S&P 500 Fund. See the prospectus
of the Seven Seas Series Fund for information on valuation methodology.

THE LIFECYCLE FUNDS. The Lifecycle Funds--Conservative and Moderate will
invest all of their assets in the Lifecycle Fund Group Trusts--Conservative
and Moderate, respectively. The Group Trusts, in turn, will invest all of
their assets in the Underlying Funds. See our separate prospectus for the
Lifecycle Funds for information on valuation methodology.

ASSETS HELD IN PRIME PROPERTY FUND. Real properties held by Prime Property
Fund (Equitable's Separate Account No. 8) are valued by staff appraisers in
our field offices or third-party appraisers. Appraised values do not
necessarily represent the prices at which the real estate investments would
sell since sales prices are determined by negotiation between a willing buyer
and seller.

Our appraisers value each Prime Property Fund property prior to acquisition
and at the end of each calendar quarter thereafter. The initial appraisal is
a fully documented appraisal. This appraisal takes into account all relevant
information, including the property's physical attributes, location,
marketability, zoning, expandability, and adaptability to use. The initial
appraisal also involves consideration of values based on the three major
methods of estimating property value:

o the income method, based on the value of the property's projected
income stream;

o the cost method, based on the replacement cost of improvements, less
depreciation, plus land value; and

o the market method, based on the sales prices of similar properties.

Subsequent quarterly appraisals include less documentation but take into
account all relevant information and consist of a physical inspection, a
valuation based on the most relevant of the three above methods, usually the
income method, performance record and an assessment of any relevant market
changes. Interim monthly valuations also take into account physical or
economic changes respecting a property which we believe would have a material
effect on its market value. Quarterly appraisals are prepared primarily by
staff appraisers. Staff appraisals are submitted to one of three designated
third-party appraisal firms which also physically inspect those properties
periodically. These appraisal firms provide Equitable Real Estate with a
written statement of concurrence annually.

Partnership equities are valued at Prime Property Fund's equity in the net
assets of the partnerships in accordance with the valuation procedures
described above.

During the past five years, on average, net proceeds (equal to sales price
minus sales expenses) from sales of properties in which Equitable Life
retains no equity interest were equal to approximately 94.9% of their most
recent quarterly valuation. In some cases, Prime Property Fund has received
purchase money mortgages for a portion of the sales price.

SAI-19

<PAGE>

Mortgage and construction loans receivable are valued by comparing the loan
rate of interest to market rates for loans of comparable quality and
duration, giving consideration to the value of the underlying security.

See Note B2 to the Financial Statements of Separate Account No. 8 (Prime
Property Fund) in this SAI for more information about the valuation of
investments in Prime Property Fund.

SUMMARY OF UNIT VALUES FOR THE FUNDS

THE EQUITY FUNDS. Set forth below are Unit Values for the Growth Equity,
Aggressive Equity, ADA Foreign and Equity Index Funds, computed to the
nearest cent on the last business day of the periods specified. The value of
a Growth Equity Fund Unit was established at $10.00 on January 1, 1968, the
date the Program first became available. The Aggressive Equity Fund Unit
Value under the Program was established at $10.00 on May 1, 1985, the date on
which Separate Account No. 3 (Pooled) was first made available under the
Program. The Program's interest in Separate Account No. 3 (Pooled) was
transferred to Separate Account No. 200 at the close of business on November
30, 1995. The ADA Foreign Fund Unit Value was established at $10.00 on March
2, 1992, the date the ADA Foreign Fund began operations. The Equity Index
Fund Unit Value was established at $10.00 on February 1, 1994, the date the
Equity Index Fund began operations. The Lifecycle Funds' Unit Values were
established at $10.00 on May 1, 1995, the date these Funds began operation.
Since the Lifecycle Funds and the Lifecycle Fund Group Trusts have had no
prior operations, Unit Values for the Lifecycle Funds prior to May 1, 1995
are not provided.

Hypothetical Unit Values for the ADA Foreign Fund for periods prior to March
2, 1992 assume that the Fund's assets are invested 95% in the Templeton
Foreign Fund and 5% in Separate Account No. 2A. Hypothetical Unit Values for
periods prior to the availability of the ADA Foreign Fund and the Equity
Index Fund under the Program were calculated by applying the Program expense
charge during those periods plus .15% in estimated other expenses to the
historical investment experience of the Templeton Foreign Fund and Separate
Account No. 2A for the ADA Foreign Fund, and to the historical investment
experience of the Seven Seas S&P 500 Index Fund (from its first full year of
operations) for the Equity Index Fund.

<TABLE>
<CAPTION>
UNIT VALUES OF THE EQUITY FUNDS
LIFECYCLE LIFECYCLE
LAST BUSINESS GROWTH EQUITY AGGRESSIVE ADA FOREIGN EQUITY INDEX FUND- FUND-
DAY OF FUND EQUITY FUND (A) FUND (B) FUND (C) CONSERVATIVE MODERATE
- --------------- ------------- --------------- ------------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
1986 $ 67.10 $ $ 4.52 -- -- --
1987 70.48 5.56 -- -- --
1988 81.94 6.70 -- -- --
1989 117.90 8.62 -- -- --
1990 103.88 8.33 -- -- --
1991 156.93 9.74 -- -- --
1992 157.79 9.81 $9.06 -- --
1993 187.30 13.08 9.64 -- --
1994 183.07 13.01 9.71 -- --
1995 240.03 14.31 13.12 $10.59 $11.01
March 1996
</TABLE>

(a) Unit values reflect the share values of the MFS Emerging Growth Fund
Class A shares since September 13, 1993, when those shares were first
offered for sale. From December 31, 1986 to

SAI-20

<PAGE>

September 13, 1993, the performance of Class B shares is reflected. The
hypothetical performance shown would have been somewhat higher for the
period if Class A shares had been available.

(b) For periods prior to March 2, 1992, Unit Values reflect hypothetical
performance.

THE REAL ESTATE FUND. The Real Estate Fund Unit Value was established at
$10.00 on August 29, 1986, the date the Real Estate Fund began operations.
Set forth below are Unit Values for the Real Estate Fund, computed to the
nearest cent on the last business day of the periods specified. For periods
before the Real Estate Fund commenced operations, because it had no actual
historical performance record which would reflect investment experience and
the deduction of fees and charges, we have calculated hypothetical
performance for the Real Estate Fund based on the actual performance of Prime
Property Fund and on the assumptions described below.

First, we have assumed that, for periods prior to August 29, 1986, 90% of the
Real Estate Fund's assets were invested in Prime Property Fund and that 10%
were invested in our Separate Account No. 2A, described in the prospectus.

We have also approximated the asset-based fees which would have applied under
the Program for the periods shown and applied them to the hypothetical
investment experience of the Real Estate Fund. For January 1, 1986 through
August 28, 1986, we have assumed those charges were equal to the average
Program Expense Charge for that year, plus a 1.10% investment management fee
for the Real Estate Fund, plus the .25% administration fee applicable to the
Real Estate Fund. See Deductions and Charges in the prospectus for more
information about the charges that apply to the Real Estate Fund.

UNIT VALUES OF THE REAL ESTATE FUND

<TABLE>
<CAPTION>
LAST BUSINESS
DAY OF UNIT VALUE*
- --------------- ------------
<S> <C>
1986 $10.07
1987 10.84
1988 11.37
1989 12.29
1990 12.53
1991 11.44
1992 10.85
1993 10.50
1994 10.88
1995 11.36
March 1996
</TABLE>

(*) Unit Values reflect hypothetical performance through August 28, 1986
and actual performance thereafter. Unit Values are the actual Unit
Values last determined before the date shown, which determination
normally will have been from five to ten days after the end of the
preceding month. Consequently, the Unit Values may differ from the Unit
Values presented in Condensed Financial Information in the prospectus.

SAI-21

<PAGE>

PRIME PROPERTY FUND. Set forth below are the unit values of Prime Property
Fund, computed to the nearest cent on the last business day of the periods
specified. The value of a Prime Property Fund unit was established at
$1,000.00 on August 20, 1973, the date on which it commenced operations. Unit
values are shown without deduction for investment management fees.

UNIT VALUES OF PRIME PROPERTY FUND

<TABLE>
<CAPTION>
LAST BUSINESS
DAY OF UNIT VALUE
- --------------- ------------
<S> <C>
1986 $4,431.87
1987 4,848.46
1988 5,260.89
1989 5,765.73
1990 5,786.40
1991 5,367.19
1992 5,177.99
1993 5,287.69
1994 5,643.72
1995 5,622.21
</TABLE>

GROWTH EQUITY AND AGGRESSIVE EQUITY FUND TRANSACTIONS

The Growth Equity and, prior to December 1, 1995, the Aggressive Equity Funds
are charged for securities brokers' commissions, transfer taxes and other
fees relating to securities transactions. Transactions in equity securities
for a Fund are executed primarily through brokers that receive a commission
paid by the Fund. The brokers are selected by Alliance Capital Management
L.P. ("Alliance") and Equitable Life. For 1995 and 1994 the Growth Equity
Fund paid $ and $ , respectively, in brokerage commissions.
For January 1 through November 30, 1995 and for 1994, the Aggressive Equity
Fund paid $ and $ , respectively, in brokerage commissions.

Alliance and Equitable Life seek to obtain the best price and execution of
all orders placed for the portfolios of the funds, considering all the
circumstances. If transactions are executed in the over-the- counter market,
they will deal with the principal market makers, unless more favorable prices
or better execution is otherwise obtainable. There are occasions on which
portfolio transactions for the Funds may be executed as part of concurrent
authorizations to purchase or sell the same security for certain other
accounts or clients advised by Alliance and Equitable Life. These concurrent
authorizations potentially can be either advantageous or disadvantageous to
the Funds. When the concurrent authorizations occur, the objective is to
allocate the executions among the Funds and the other accounts in a fair
manner.

We also consider the amount and quality of securities research services
provided by a broker. Typical research services include general economic
information and analyses and specific information on and analyses of
companies, industries and markets. Factors in evaluating research services
include the diversity of sources used by the broker and the broker's
experience, analytical ability, and professional stature. The receipt of
research services from brokers tends to reduce our expenses in managing the
Funds. This is taken into account when setting the expense charges.

Brokers who provide research services may charge somewhat higher commissions
than those who do not. However, we will select only brokers whose commissions
we believe are reasonable in all the circumstances. Of the brokerage
commissions paid by the Growth Equity Fund during 1995 and Aggressive Equity
Fund for January 1 through November 30, 1995, $ and $ ,
respectively, were paid to brokers providing research services on
transactions of $ and $ , respectively.

SAI-22

<PAGE>

We periodically evaluate the services provided by brokers and prepare
internal proposals for allocating among those various brokers business for
all the accounts we manage or advise. That evaluation involves consideration
of the overall capacity of the broker to execute transactions, its financial
condition, its past performance and the value of research services provided
by the broker in servicing the various accounts advised or managed by us. We
have no binding agreements with any firm as to the amount of brokerage
business which the firm may expect to receive for research services or
otherwise. There may, however, be understandings with certain firms that we
will continue to receive services from such firms only if such firms are
allocated a certain amount of brokerage business. We may try to allocate such
amounts of business to such firms to the extent possible in accordance with
the policies described above.

Research information obtained by us may be used in servicing all accounts
under our management, including our general account. Similarly, not all
research provided by a broker or dealer with which the Funds transact
business will necessarily be used in connection with those Funds.

When making securities transactions for Funds that do not involve paying a
brokerage commission (such as the purchase of short-term debt securities), we
seek to obtain prompt execution in an effective manner at the best price.
Subject to this general objective, we may give orders to dealers or
underwriters who provide investment research. None of the Funds will pay a
higher price, however, and the fact that we may benefit from such research is
not considered in setting the expense charges.

In addition to using brokers and dealers to execute portfolio securities
transactions for accounts we manage, we may enter into other types of
business transactions with brokers or dealers. These other transactions will
be unrelated to allocation of the Funds' portfolio transactions.

PRIME PROPERTY FUND TRANSACTIONS

Prime Property Fund is charged separately for fees paid to independent
property managers, outside legal expenses, operating expenses, real estate
taxes and insurance premiums. In addition, Prime Property Fund reimburses
Equitable Life for certain direct expenses and pays property management and
leasing fees associated with Equitable Life's management of some properties
held in Prime Property Fund.

INVESTMENT MANAGEMENT FEE

The table below shows the amount we received under the investment management
fee under the Program during each of the last three years. These figures
include charges for financial accounting. See Deductions and Charges in the
prospectus. We no longer receive management fees for the Aggressive Equity,
ADA Foreign and Equity Index Funds.

<TABLE>
<CAPTION>
FUND 1995 1994 1993
- ------------------ ---------- ---------- ----------
<S> <C> <C> <C>
Growth Equity ..... $585,663 $632,720 $819,035
Aggressive Equity 193,600 209,181 256,490
ADA Foreign ....... -- 40,815 54,409
Equity Index Fund* -- 788 --
Real Estate ....... 41,887 39,344 54,761
</TABLE>

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

* The Equity Index Fund became available on February 1, 1994.

SAI-23

<PAGE>

UNDERWRITER

Equico Securities, Inc. (Equico), a wholly-owned subsidiary of Equitable
Life, may be deemed to be the principal underwriter of separate account units
under the group annuity contract. Equico is registered with the SEC as a
broker-dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc. Equico's principal
business address is 1755 Broadway, New York, NY 10019. The offering of the
units under the contract is continuous. No underwriting commissions have been
paid during any of the last three fiscal years with respect to units of
interest under the contract. See Deductions and Charges in the prospectus.

OUR MANAGEMENT

Equitable Life is managed by a Board of Directors which is elected by its
shareholders. Its directors and certain of its executive officers and their
principal occupations are as follows:

<TABLE>
<CAPTION>
DIRECTORS
NAME PRINCIPAL OCCUPATION
- ----------------------------- ----------------------------------------------------------------------
<S> <C>
Claude Bebear Chairman and Chief Executive Officer, AXA, Chairman, The Equitable
Companies Incorporated
Christopher Brocksom Chief Executive Officer, AXA Equity & Law Life Assurance Society
Francoise Colloc'h Executive Vice President--Culture--Management--Communications, AXA
*Henri de Castries Executive Vice President--Finance, AXA, Vice Chairman, The Equitable
Companies Incorporated
Joseph L. Dionne Chairman and Chief Executive Officer, The McGraw-Hill Companies
*William T. Esrey Chairman and Chief Executive Officer, Sprint Corporation
Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone Poulenc, S.A.
Norman C. Francis President, Xavier University of Louisiana
Donald J. Greene Counselor-at-Law, Partner, Le Boeuf, Lamb, Greene & MacRae
Anthony J. Hamilton Chairman and Chief Executive Officer, Fox-Pitt, Kelton Limited.
John T. Hartley Director, Retired Chairman and Chief Executive Officer, Harris
Corporation
*John H. F. Haskell, Jr. Director and Managing Director, Dillon, Read & Co., Inc.
*W. Edwin Jarmain President, Jarmain Group Inc.
G. Donald Johnston, Jr. Retired Chairman and Chief Executive Officer, JWT Group, Inc.
*Winthrop Knowlton Chairman, Knowlton Brothers, Inc.
Arthur L. Liman Counselor-at-Law, Partner, Paul, Weiss, Rifkind, Wharton & Garrison
George T. Lowy Counselor-at-Law, Partner, Cravath, Swaine & Moore
Didier Pineau-Valencienne Chairman and Chief Executive Officer, Schneider, S.A.
*George J. Sella, Jr. Retired Chairman and Chief Executive Officer, American Cyanamid
Company
*Dave H. Williams Chairman and Chief Executive Officer, Alliance Capital Management
Corporation
</TABLE>

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

*Member of Equitable's Investment Committee.

SAI-24

<PAGE>

Unless otherwise indicated, the following persons have been involved in the
management of Equitable Life in various executive positions during the last
five years.

<TABLE>
<CAPTION>
OFFICER-DIRECTORS
NAME PRINCIPAL OCCUPATION
- ------------------------- -------------------------------------------------------------------------
<S> <C>
Joseph J. Melone Director, President and Chief Executive Officer, The Equitable Companies
Incorporated; prior thereto, President and Chief Operating Officer;
Chairman of the Board, Equitable Life; prior thereto, Chairman and Chief
Executive Officer
James M. Benson Director, Senior Executive Vice President and Chief Operating Officer,
The Equitable Companies Incorporated; prior thereto, Senior Executive
Vice President; Director, President and Chief Executive Officer,
Equitable Life; prior thereto, President and Chief Operating Officer;
prior thereto, President, Management Compensation Group
Jerry M. de St. Paer Senior Executive Vice President and Chief Financial Officer; prior
thereto, Executive Vice President and Chief Financial Officer
Robert E. Garber Executive Vice President and General Counsel
William T. McCaffrey Director, Senior Executive Vice President and Chief Operating Officer;
prior thereto, Executive Vice President and Chief Administrative Officer
Peter D. Noris Executive Vice President and Chief Investment Officer
Jose Suquet Executive Vice President and Chief Agency Officer
Gordon G. Dinsmore Senior Vice President
Alvin H. Fenichel Senior Vice President and Controller
J. Thomas Liddle, Jr. Senior Vice President and Chief Valuation Actuary
Kevin R. Byrne Vice President and Treasurer
Paul J. Flora Vice President and Auditor
Pauline Sherman Vice President, Secretary and Associate General Counsel
</TABLE>

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

* Member of Equitable Life's Investment Committee.

SAI-25

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits
<TABLE>
<S> <C>
(a) Financial Statements included in Part B.

The following are included in the Statement of Additional Information
relating to the American dental Association Program:

1. Separate Account Nos. 3 (Pooled) 4 (Pooled) 191 and 200:
- Report of Independent Accountants

2. Separate Account No. 3 (Pooled) (The Aggressive Equity Fund):
- Statement of Assets and Liabilities, December 31, 1995
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 1995 and 1994
- Portfolio of Investments, December 31, 1995

3. Separate Account No. 4 (Pooled) (The Growth Equity Fund):
- Statement of Assets and Liabilities, December 31, 1995
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 1995 and 1994
- Portfolio of Investments, December 31, 1995

4. Separate Account No. 191 (The ADA Foreign Fund):
- Statement of Assets and Liabilities, December 31, 1995
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 1995 and 1994

5. Separate Account No. 200 (The Aggressive Equity Fund):
- Statement of Assets and Liabilities, December 31, 1995
- Statements of Operations and Changes in Net Assets for the
Year Ended December 31, 1995

6. Separate Account Nos. 3 (Pooled), 4 (Pooled), 191 and 200
- Notes to Financial Statements

7. Separate Account No. 30 (Pooled (The Real Estate Fund):
- Report of Independent Accountants
- Statements of Assets and Liabilities, December 31, 1995 and 1994
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 1995 and 1994
- Statements of Cash Flows for the Years Ended December 31, 1995
and 1994
- Statement of Investments and Net Assets, December 31, 1995
- Notes to Financial Statements
- ---------------
*To be filed by pre-effective amendment.

C-1

8. Separate Account No. 8 (Prime Property Fund):
- Report of Independent Accountants
- Statement of Independent Appraisers
- Statements of Assets and Liabilities, December 31, 1995 and 1994
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 1995 and 1994
- Statements of Cash Flows for the Years Ended December 31, 1995
and 1994
- Notes to Financial Statements
- Schedule X: Supplementary Income Statement Information,
December 31, 1995 and 1994
- Schedule XII: Mortgage Loans Receivable on Real Estate,
December 31, 1995 and 1994

9. The Equitable Life Assurance Society of the United States:
- Report of Independent Accountants
- Consolidated Balance Sheets, December 31, 1995 and 1994
- Consolidated Statements of Earnings for the Years Ended
December 31, 1995, 1994 and 1993
- Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993
- Notes to Consolidated Financial Statements

(b) The following Exhibits are filed herewith:

1. Action by Peter D. Noris, Executive Vice President and Chief
Investment Officer of Equitable, dated September 5, 1995 establishing
Separate Account No. 200 and copies of resolutions of the Board of
Directors of Equitable referenced in said action, incorporated by
reference to Registration Statement No. 33-63113 on Form N-4 of
Registrant, filed on September 29, 1995.

2. Not applicable.

3. (a) Service Agreement, effective as of December 1, 1995, between
MFS Distributors, Inc. and The Equitable Life Assurance Society
of the United States, incorporated by reference to Pre-
Effective Amendment No. 1 to Registration Statement No. 33-
63113 on Form N-4 of Registrant, filed on November 21, 1995.

(b) Form of Letter Agreement between The Equitable Life Assurance
Society of the United States and the Trustees of the American
Dental Association Members Retirement Trust and the Trustees of
the American Dental Association Members Pooled Trust for
Retirement, incorporated by reference to Pre-Effective
Amendment No. 1 to Registration Statement No. 33-63113 on Form
N-4 of Registrant, filed on November 21, 1995.

(c) Amended and Restated Buy-Sell Agreement effective April 17,
1995 between The Equitable Life Assurance Society of the United
States and Franklin Templeton Distributors, Inc., incorporated
by reference to Registration Statement No. 33-91588 on Form N-3
of Registrant, filed on April 28, 1995.

C-2

(d) Investment Management Agreement by and among (i) the Trustees
of the American Dental Association Members Retirement Trust and
the American Dental Association Members Pooled Trust for
Retirement Plans, (ii) the Committee of Separate Account No.
191 of The Equitable Life Assurance Society of the United
States, and (iii) The Equitable Life Assurance Society of the
United States in its capacity as insurer and owner of the
assets of Separate Account No. 191 and as an Investment Manager
of Separate Account No. 191 to the extent described therein,
incorporated by reference to Registration Statement No. 33-
46995 on Form N-3 of Registrant, filed on April 8, 1992.

(e) Amended and Restated Investment Management Agreement dated as
of May 1, 1996.

4. (a) Exhibit 6(a)(2) (Group Annuity Contract AC 2100, as amended and
restated effective February 1, 1991 on contract Form No. APC
1,000-91, among the Trustees of the American Dental Association
Members Retirement Trust, the American Dental Association
Members Pooled Trust for Retirement Plans and The Equitable
Life Assurance Society of the United States), incorporated by
reference to Post-Effective Amendment No. 1 on Form N-3 to
Registration Statement 33-40162, filed December 20, 1991.

(b) Rider No. 1 to Group Annuity Contract AC 2100 among the
Trustees of the American Dental Association Members Retirement
Trust, the American Dental Association Members Pooled Trust for
Retirement Plans and The Equitable Life Assurance Society of
the United States, incorporated by reference to Registration
No. 33-46995 on Form N-3 of Registrant, filed April 8, 1992.

(c) Form of Rider No. 2 to Group Annuity Contract AC 2100 among the
Trustees of the American Dental Association Members Retirement
Trust, the American Dental Association Members Pooled Trust for
Retirement Plans and The Equitable Life Assurance Society of
the United States, incorporated by reference to Registration
No. 33-46995 on Form N-3 of Registrant, filed April 8, 1992.

(d) Rider No. 3 to Group Annuity Contract AC 2100 among the
Trustees of the American Dental Association Members Retirement
Trust, the American Dental Association Members Pooled Trust for
Retirement Plans and The Equitable Life Assurance Society of
the United States, incorporated by reference to Registration
No. 33-75616 on Form N-4 of Registrant, filed April 29, 1994.

(e) Form of Rider No. 4 to Group Annuity Contract AC 2100 among the
Trustees of the American Dental Association Members Retirement
Trust, the American Dental Association Members Pooled Trust for
Retirement Plans and The Equitable Life Assurance Society of
the United States, incorporated by reference to Registration
No. 33-75616 on Form N-4 of Registrant, filed April 29, 1994.
- ---------------
*To be filed by pre-effective amendment.

C-3

(f) Form of Rider No. 5 to Group Annuity Contract AC 2100 among the
Trustees of the American Dental Association Members Retirement
Trust, the American Dental Association Members Pooled Trust for
Retirement Plans and The Equitable Life Assurance Society of
the United States, incorporated by reference to Registration
No. 33-75616 on Form N-4 of Registrant, on February 27, 1995.

(g) Form of Rider No. 6 to Group Annuity Contract AC 2100 among the
Trustees of the American Dental Association Members Retirement
Trust, the American Dental Association Members Pooled Trust for
Retirement Plans and The Equitable Life Assurance Society of
the United States, previously filed with this Registration
Statement No. 33-63113 on September 29, 1995.

(h) Form of Rider No. 7 to Group Annuity Contract AC 2100 among the
Trustees of the American Dental Association Members Retirement
Trust, the American Dental Association Members Pooled Trust for
Retirement Plans and The Equitable Life Assurance Society of
the United States, incorporated by reference to Pre-Effective
Amendment No. 1 to Registration Statement No. 33-63113 on Form
N-4 of Registrant, filed on November 21, 1995.

(i) Form of Rider No. 8 to Group Annuity Contract AC 2100 among the
Trustees of the American Dental Association Members Retirement
Trust, the American Dental Association Members Pooled Trust for
Retirement Plans and The Equitable Life Assurance Society of
the United States.

5. (a) Exhibit 7(a) (Form of Participation Agreement for the
standardized Profit-Sharing Plan under the ADA Program),
incorporated by reference to Post-Effective Amendment No. 1 on
Form N-3 to Registration Statement on Form S-1 of Registrant,
filed April l6, 1986.

(b) Exhibit 7(b) (Form of Participation Agreement for the non-
standardized Profit-Sharing Plan under the ADA Program),
incorporated by reference to Post-Effective Amendment No. 1 on
Form N-3 to Registration Statement on Form S-1 of Registrant,
filed April l6, 1986.

(c) Exhibit 7(e) (Copy of Attachment to Profit Sharing
Participation Agreement under the American Dental Association
Members Retirement Plan), incorporated by reference to
Registration No. 33-21417 on Form N-3 of Registrant, filed
April 26, 1988.
- ---------------
*To be filed by pre-effective amendment.

C-4

(d) Exhibit 7(e)(2) (Form of Participant Enrollment Form under the
ADA Program), incorporated by reference to Post-Effective
Amendment No. 2 on Form N-3 to Registration Statement on Form
S-1 of Registrant, filed April 2l, l987.

(e) Exhibit 7(v) (Form of Simplified Participation Agreement for
the Profit-Sharing Plan under the ADA Program, as filed with
the Internal Revenue Service), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No. 33-21417 on
Form N-3 of Registrant, filed April 26, 1989.

(f) Exhibit 7(w) (Form of Non-Standardized Participation Agreement
for the Profit-Sharing Plan under the ADA Program, as filed
with the Internal Revenue Service), incorporated by reference
to Post-Effective Amendment No. 2 to Registration No. 33-21417
on Form N-3 of Registrant, filed April 26, 1989.

(g) Exhibit 7(x) (Form of Standardized Participation Agreement for
the Profit-Sharing Plan under the ADA Program, as filed with
the Internal Revenue Service), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No. 33-21417 on
Form N-3 of Registrant, filed April 26, 1989.

6. (a) Copy of the Restated Charter of The Equitable Life Assurance
Society of the United States, adopted August 6, 1992,
incorporated by reference to Post-Effective Amendment No. 2 to
Registrant No. 33-46995 on Form N-3 of Registrant, filed March
2, 1993.

(b) By-Laws of The Equitable Life Assurance Society of the United
States, as amended through July 22, 1992, incorporated by
reference to Post-Effective Amendment No. 2 to Registration No.
33-46995 on Form N-3 of Registrant, filed March 2, 1993.

(c) Certificate of Amendment of the Restated Charter of The
Equitable Life Assurance Society of the United States, adopted
November 18, 1993.

7. Not applicable

8. (a) Exhibit 11(a)(2) (Form of American Dental Association Members
Retirement Plan, as filed with the Internal Revenue Service),
incorporated by reference to Post-Effective Amendment No. 2 to
Registration No. 33-21417 on Form N-3 of Registrant, filed
April 26, 1989.

(b) Exhibit 11(g)(2) (Form of American Dental Association Members
Retirement Trust, as filed with the Internal Revenue Service),
incorporated by reference to Post-Effective Amendment No. 2 to
Registration No. 33-21417 on Form N-3 of Registrant, filed
April 26, 1989.

C-5

(c) Exhibit 11(i) (Form of First Amendment to the American Dental
Association Members Retirement Trust), incorporated by
reference to Post-Effective Amendment No. 1 to Registration No.
33-40162 on Form N-3 of Registrant, filed December 20, 1991.

(d) Exhibit 11(o) (Copy of Administration Services Agreement, dated
May 1, 1994, among The Equitable Life Assurance Society of the
United States, the Trustees of the American Dental Association
Members Retirement Trust, and of the American Dental
Association Members Pooled Trust for Retirement Plans and the
Council of Insurance of the American Dental Association),
incorporated by reference to Registration Statement No. 33-
75614 on Form N-3 of Registrant, filed February 23, 1994.

(e) Exhibit 11(j) (Copy of American Dental Association Members
Pooled Trust for Retirement Plans, dated as of January 1,
1984), incorporated by reference to Post-Effective Amendment
No. 1 to Registration No. 33-40162 on Form N-3 of Registrant on
Form N-3 of Registrant, filed December 20, 1991.

(f) Exhibit 11(k) (Form of First Amendment to the American Dental
Association Members Pooled Trust for Retirement Plans, dated as
of January 1, 1984), incorporated by reference to Post-
Effective Amendment No. 1 to Registration No. 33-40162 on Form
N-3 of Registrant, filed December 20, 1991.

9. (a) Opinion and Consent of Anthony A. Dreyspool, Vice President and
Senior Counsel of The Equitable Life Assurance Society of the
United States.

10. (a) Consent of Anthony A. Dreyspool (included within Exhibit 9(a)
above.)

(b) Powers of Attorney.

11. Not applicable.

12. Not applicable.

13. Not applicable.

14. Not Applicable.

C-6
</TABLE>

Item 25. Directors and Officers of Equitable

Set forth below is information regarding the directors and principal
officers of Equitable. Equitable's address is 787 Seventh Avenue, New York, New
York 10019. The business address of the persons whose names are preceded by an
asterisk is that of Equitable.

NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH EQUITABLE
- ------------------ -----------------------

Directors

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

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

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

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

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

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

C-7

NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH EQUITABLE
- ------------------ -----------------------
Jean-Rene Fourtou Director
Rhone-Poulenc S.A.
25 Quai Paul Doumer
92408 Courbevoie Cedex
France

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

Donald J. Greene Director
LeBouef, Lamb, Greene & MacRae
125 West 55th Street
New York, NY 10019-4513

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

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

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

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

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

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

C-8

NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH EQUITABLE
- ------------------ -----------------------
Arthur L. Liman Director
Paul, Weiss, Rifkind, Wharton &
Garrison
1285 Avenue of the Americas
New York, NY 10019

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

Didier Pineau-Valencienne Director
Schneider S. A.
64-70 Avenue Jean-Baptiste Clement
96646 Boulogne-Billancourt Cedex
France

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

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

OFFICER-DIRECTORS

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

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

*Joseph J. Melone Chairman of the Board and Director

OTHER OFFICERS

*Harvey Blitz Senior Vice President and Deputy
Chief Financial Officer

*Kevin R. Byrne Vice President and Treasurer

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

*Gordon G. Dinsmore Senior Vice President

*Alvin H. Fenichel Senior Vice President and Controller

C-9

NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH EQUITABLE
- ------------------ -----------------------
*Paul J. Flora Vice President and Auditor

*Robert E. Garber Executive Vice President and General
Counsel

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

*Michael S. Martin Senior Vice President

*Peter D. Noris Executive Vice President and Chief
Investment Officer

*Anthony C. Pasquale Senior Vice President

*Pauline Sherman Vice President, Secretary and
Associate General Counsel

Richard V. Silver Senior Vice President and Chief
1755 Broadway, 3rd floor
New York, New York 10019 Compliance Officer

*Jose Suquet Executive Vice President and Chief
Agency Officer

C-10

Item 26. Persons Controlled by or Under Common Control with the Insurance
Company or Registrant

Separate Account Nos. 3, 4, 8, 30, 191 and 200 of The Equitable Life
Assurance Society of the United States (the "Separate Accounts") are separate
accounts of Equitable. Equitable, a New York stock life insurance company, is a
wholly owned subsidiary of The Equitable Companies Incorporated (the "Holding
Company"), a publicly traded company.

The largest stockholder of the Holding Company is AXA S.A., a French
insurance holding company. At 12/31/95 AXA S.A. beneficially owned
approximately
60.6% of the Holding Company's outstanding common stock plus convertible
preferred stock. Under its investment arrangements with Equitable and the
Holding Company, AXA S.A. is able to exercise significant influence over the
operations and capital structure of the Holding Company and its subsidiaries,
including Equitable. AXA S.A. is the principal holding company for most of the
companies in one of the largest insurance groups in Europe. The majority of AXA
S.A.'s stock is controlled by a group of five French mutual insurance companies.

C-11

ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

The Equitable Companies Incorporated (1991) (Delaware)

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

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

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

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

FHJV Holdings, Inc. (1990) (Delaware)

EVLICO, INC. (1995) (Delaware)

EVLICO East Ridge, Inc. (1995) (Delaware)

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

Frontier Trust Company (1987) (North Dakota)

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

Equitable Deal Flow Fund, L.P.

Equitable Managed Assets (Delaware)

EREIM LP Associates (99%)

EML Associates, L.P. (19.8%)

ACMC, Inc. (1991) (Delaware)

Alliance Capital Management L.P. (1988) (Delaware)
(46.7% limited partnership interests)

EVCO, Inc. (1991) (New Jersey)

EVSA, Inc. (1992) (Pennsylvania)

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

Wil Gro, Inc. (1992) (Pennsylvania)

Equitable BJVS, Inc. (1992) (California)

Equitable Rowes Wharf, Inc.

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

C-12

The Equitable Companies Incorporated (1991) (Delaware) (cont.)
The Equitable Life Assurance Society of the United States (cont.)

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

Fox Run, Inc. (1994) (Massachusetts)

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

CCMI Corporation (1994) (Maryland)

FTM Corporation (1994) (Maryland)

HVM Corporation (1994) (Maryland)

STCS, Inc. (1992) (Delaware)

Equitable BJVS, Inc. (1992) (California)

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

Equitable Holding Corporation (1985) (Delaware)

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

ELAS Securities Acquisition Corp. (l980) (Delaware)

Equitable Realty Assets Corporation (l983) (Delaware)

100 Federal Street Funding Corporation (Massachusetts)

100 Federal Street Realty Corporation (Massachusetts)

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

Equitable Casualty Insurance Company (l986) (Vermont)

EREIM LP Corp. (1986) (Delaware)

EREIM LP Associates (1%)

EML Associates (.02%)

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

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

Equitable JVS, Inc. (1988) (Delaware)

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

C-13

The Equitable Companies Incorporated (1991) (Delaware) (cont.)
The Equitable Life Assurance Society of the United States (cont.)
Equitable Holding Corporation (cont.)

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

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

PC Landmark, Inc. (1990) (Texas)

Equitable JVS II, Inc. (1994) (Maryland)

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

JMR Realty Services, Inc. (1994) (Delaware)

Equitable Investment Corporation (l97l) (New York)

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

EQ Services, Inc. (1992) (Delaware)

Equitable Agri-Business, Inc. (1984) (Delaware)

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

Equitable Capital Management Corporation (l985)
(Delaware) (b)

Alliance Capital Management L.P. (1988) (Delaware)
(16.6% limited partnership interests)

Equitable JV Holding Corporation (1989) (Delaware)

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

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

EQK Partners (100% general partnership interest)

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

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

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

C-14

The Equitable Companies Incorporated (1991) (Delaware) (cont.)
The Equitable Life Assurance Society of the United States (cont.)
Equitable Holding Corporation (cont.)

Equitable Investment Corporation (1971) (New York)

Equitable Real Estate Investment Management, Inc. (1984)
(Delaware)
(b)

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

EPPNLP Corp. (1987) (Delaware)

Equitable Pacific Partners Corp. (1987) (Delaware)

Equitable Pacific Partners Limited Partnership

EREIM Managers Corp. (1986) (Delaware)

ML/EQ Real Estate Portfolio, L.P.

EML Associates, L.P. (80%)

Compass Retail, Inc. (1990) (Delaware)

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

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

Buckhead Strategic Corp. (1994) (Delaware)

Buckhead Strategic Fund L.P.

BH Strategic Co. I, L.P.

CJVS, Inc. (1994) (Delaware)

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

A/E European Associates I Limited Partnership

Community Funding, Inc. (1994) (Delaware)

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

Buckhead Strategic Corp., II (1995) (Delaware)

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

C-15

ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

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

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

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

C-16

ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

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

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

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

Alliance Capital Management Corporation has the following subsidiaries:

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

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

C-17

January 1, 1995

AXA GROUP SIMPLIFIED CHART

AXA

"Societes mutuelle"

62.1%
(75.7%)

26.5%
FINAXA PARIBAS
(16.6%)

60
4.6%
(5.5%) 40%
MIDI PARTICIPATIONS GENERALI

4.4% (**) 42.3% (54.7%)
(5.6%) (**)

0.4%
AXA Autocontrole

O Voting power
*AXA ASSURANCES IARD MUTUELLE
AXA ASSURANCES VIE MUTUELLE
UNI EUROPE ASSURANCE MUTUELLE
ALPHA ASSURANCES IARD MUTUELLE
ALPHA ASSURANCES VIE MUTUELLE
**Including A.N.F.

C-18

AXA GROUP CHART

The information listed below is dated as of January 1, 1995; percentages
indicated represent voting power.
<TABLE>
<CAPTION>
AXA INSURANCE AND REINSURANCE

COMPANY COUNTRY VOTING POWER
------- ------- ------------
<S> <C> <C>
Axa Assurances Iard France 99.00%

Axa Assurances Vie France 100.00%

Uni Europe Assurance France 100.00%

Uni Europe Vie France 99.15%

Alpha Assurances Vie France 100.00%

Direct Assurance Iard France 100.00%

Direct Assurance Vie France 100.00%

Axiva France 100.00%

Defense Civile France 95.04%

Societe Francaise d'Assistance France 51.23%

Monvoisin Assurances France 70.90% (99.92% including Axa mutuals)

Adis France 100.00% (including Axa mutuals)

Societe Beaujon France 100.00%

Lor Finance France 99.60%

Jour Finance France 100.00%

Axa Direct France 100.00%

Axa U.K. U.K. 100.00%

Compagnie Auxiliaire pour le Commerce France 100.00%
et l'Industrie

C.F.G.A. France 100.00% (including Axa mutuals and Finaxa)

Saint Bernard Diffusion France 95.00%

Sogarep France 95.00% (100% including Axa mutuals)

Argos France N.S.
</TABLE>

C-19

<TABLE>
<CAPTION>
COMPANY COUNTRY VOTING POWER
------- ------- ------------
<S> <C> <C>
Finaxaq Belgium Belguim 100.00%

Axa Belgium Belguim 23.28% (held by Axa (SA) and
65.20% (held by Finaxa Belgium)

De Kortrijske Verzekering Belgium 99.80%

Victoire Belgium Belgium 100.00% (held by Axa Belgium)

Juris Belgium 100.00%

Finaxa Luxembourg Luxembourg 100.00%

Axa Assurance Luxembourg Luxembourg 99.40%

Axa Direkt Versicherung A.G. Germany 100.00% (held by Axa Direct) (ex Amnisia)

Axa Equity & Law Lebensversicherung Germany 99.80%

Axa Aurora Spain 50.00% (held by Axa)

Aurora Polar Spain 99.20% (held by Axa Aurora)

Axa Seguros Spain 99.10% (held by Axa Aurora)

Axa Assicurazioni Italy 100.00%

Eurovita Italy 30.00% (held by Axa Assicurazioni)

Axa Equity & Law UK U.K. 99.80%

Axa Equity & Law International U.K. (Isle of Man) 100.00% (held by Axa Equity & Law)

Axa Insurance U.K. 100.00%

Axa Marine & Aviation U.K. 100.00%

Axa Equity & Law Levensverzekeringen Netherlands 99.80%

Axa Canada Canada 100.00%

Boreal Canada 100.00% (held by Axa Canada)

Axa Assurances Inc Canada 100.00% (held by Axa Canada)

Axa Insurance Inc Canada 100.00% (held by Axa Canada)

Anglo Canada General Insurance Cy Canada 100.00% (held by Axa Canada)

Axa Sime Axa Berhad Malaisya 27.78% (held by Axa)
</TABLE>

C-20

<TABLE>
<CAPTION>
COMPANY COUNTRY VOTING POWER
------- ------- ------------
<S> <C> <C>
Axa Sime Assurance Hong Kong Hong Kong 100.00% (held by Axa Sime Invt. Holdings Pte
Ltd.)

Axa Sime Assurance Singapour Singapore 100.00% (held by Axa Sime Invt Holdings Pte
Ltd.)

Equitable Cies Incorp. U.S.A. 60.00% (held by Axa 44.17%; Financiere 45,
8.75%; and Lorfinance 7.62%)

Equitable Life Assurance of the U.S.A. U.S.A. 100.00% (held by Equitable Cies Inc)

Axa Re Mexico Mexico 100.00% (held by Axa Reassurance)

Axa Reassurance France 100.00%

Axa Re Asia Singapore 100.00% (held by Axa Reassurance)

Axa Re U.K. Plc U.K. 100.00% (held by Axa Re U.K. Holding)

Axa Re U.K. Holding U.K. 100.00% (held by Axa Reassurance)

Axa Re U.S.A. U.S.A. (Delaware) 100.00% (held by Axa America)

Axa America U.S.A. (Illinois) 100.00% (held by Axa Reassurance)

C.G.R.M. Monaco 100.00%

Paternelle Monegasque Monaco 99.70%

International Technology Underwriters Inc U.S.A. (Maryland) 80.00% (held by Axa America)
(INTEC)

Societe Technique d'Acceptation en France 100.00%
Reassurance (STAR)

Axa Japan Japan 100.00% (held by Axa)
</TABLE>

C-21

AXA FINANCE

<TABLE>
<CAPTION>
COMPANY COUNTRY VOTING POWER
------- ------- ------------
<S> <C> <C>
Compagnie Financiere (C.F.P.) France 97.10% (100.00% including Axa mutuals)

Axa Banque France 98.70% (held by C.F.P.)

Financiere 78 France 100.00% (held by C.F.P.)

Axa Credit France 65.00% (held by C.F.P.)

Axa Gestion Interessement France 100.00% (held by C.F.P.)

Compagnie Europeenne de Credit (C.E.C.) France 100.00% (held by C.F.P.)

Gecofrance France 100.00% (held by C.E.C.)

Fidei France 20.67% (held by C.F.P. and 10.79% by Axamur)

Fidei Banque France 100.00% (held by Fidei)

Fideicomi France 100.00% (held by Fidei)

Fideimur France 100.00% (held by Fidei)

Fide Bail France 100.00% (held by Fidei)

Colisee Murs France 100.00% (held by Fidei)

Meeschaert Rousselle France 100.00% (held by Financiere 78)

Meeschaert Rousselle Future France 100.00% (held by Meeschaert Rousselle
and M.R. Participations)

Meeschaert Rousselle Participations France 100.00% (held by Meeschaert Rousselle)

Opale Derivee Bourse France 89.40% (held by M.R. Futures and
Meeschaert Rousselle)

Anjou Courtage France 95.00% (held by Meeschaert Rousselle)

Axiva Gestion France 98.80% (held by Axiva)

Juri Creances France 99.93% (held by Sefiga and 0.07% by
Axa Assurances Iard)

S.P.S. France 60.15% (99.24% including Axa mutuals)

I.F.D. France 56.97% (86.30% including Axa mutuals)

Presence et Initiative France 63.70% (100.00% including Axa mutuals
and I.F.D.)
</TABLE>

C-22

<TABLE>
<CAPTION>
COMPANY COUNTRY VOTING POWER
------- ------- ------------
<S> <C> <C>
Vamopar France 99.80% (held by Societe Beaujon)

Axa Asset Management Conseils France 100.00% (held by Axa Asset Management
Europe)

Axa Asset Management Europe France 100.00%

Axa Asset Management Distribution France 100.00% (held by Axa Asset Management
Europe)

Colisee Developpement France 100.00% (held by Axa Asset Management
Europe)

Equity & Law Home Loans U.K. 100.00%

Equity & Law Commercial Loans U.K. 100.00%

Alliance Capital Management U.S.A. 63.00% (held by ELAS)

Donaldson Lufkin Jenrette U.S.A. 60.00% (held by ELAS)

Cogefin Luxembourg 100.00% (held by Victoire Belgium)

Argovie France 65.88% (held by Axiva and 33.92% by
Argos SCA)

Financiere 45 France 100.00% (held by Axa)

Axa Re Vie France 100.00% (held by Axa Reassurance)

Mofipar France 99.76% (held by Societe Beaujon)

Promothee Finance France 99.76% (held by Societe Beaujon)

Oria France 53.80% (held by Axa Millesimes)

Axa Oeuvres d'Art France 100.00% (including Axa mutuals)

Axa Cantenac Brown France 100.00%

Colisee Acti Finance 1 France 100.00% (held by Societe Beaujon)

Colisee Acti Finance 2 France 100.00% (held by Societe Beaujon)

Colisee Acti Finance 3 France 100.00% (held by Societe Beaujon)

Participations 2001 France 100.00% (held by Societe Beaujon)

Finalor France 100.00% (held by Societe Beaujon)
</TABLE>

C-23

AXA REAL ESTATE

<TABLE>
<CAPTION>
COMPANY COUNTRY VOTING POWER
------- ------- ------------
<S> <C> <C>
C.I.P.M. France 96.83%

Fincosa France 99.69% (held by C.I.P.M.)

Prebail France 100.00% (held by Societe Beaujon and C.P.P.)

Axamur France 96.33% (100.00% including Axa mutuals)

Garantie et Patrimoine France 98.00% (98.09% including Axa mutuals and
S.P.S.)

Parigest France 100.00% (including Axa mutuals and C.I.P.M.)

Parimmo France 100.00% (including Axa mutuals)

S.G.C.I. France 99.97% (including Axa mutuals)

Transaxim France 99.40% (held by S.G.C.I.)

Compagnie Parisienne de Participations France 100.00% (held by S.G.C.I.)

Monte Scopeto France 100.00% (held by C.P.P.)

Matipierre France 100.00% (held by Axa Assurances Iard
and Axa Assurances Vie)

Securimmo France 87.13% (held by different companies and
mutuals)

Delta Point du Jour France 100.00% (held by Matipierre)

Paroi Nord de l'Arche France 100.00% (held by Matipierre)

Falival France 100.00% (held by Axa Reassurance)

Immobiliere Jeanne France 99.40% (held by Axa Assurances Iard)

Compagnie du Gaz d'Avignon France 99.00% (held by Axa Assurances Iard)

Ahorro Familiar France 40.10% (held by Axa Assurances Iard and
32.67% held by 3 S.C.I. = 72.8%)

Shaf Hotel Guanahani France 52.36% (held by different companies and
mutuals)

Passy et Cie S.N.C. France 100.00% (held by Alpha Assurances Vie
and Axa Assurance Iard)
</TABLE>

C-24

<TABLE>
<CAPTION>
COMPANY COUNTRY VOTING POWER
------- ------- ------------
<S> <C> <C>
Fonciere du Val d'Oise France 99.72% (held by C.P.P.)

S.N.C. Saint Barth France 58.82% (held by Axa Assurances Iard)

Centrexpo France 87.96% (held by C.P.P.)

Drouot Rodin France 99.97% (held by C.P.P.)

Sodarec France 99.95% (held by C.P.P.)

Immobiliere du Sud France 99.90% (held by Axa)

S.N.C. Dumont d'Urville France 50.00% (held by Axa Assurances Iard
and 50.00% held by S.G.C.I.)

Colisee S.C.P.I. Gestion France 99.00% (held by Immobiliere Jeanne)

Colisee Point du Jour France 100.00% (held by different insurance companies)

Axa Pierre S.C.I. France 97.92% (held by different companies and
mutuals)

Capimmo France 100.00% (held by insurance companies)

Drouot Pierre France 47.22% (held by insurance companies;
52.79% held by Axa Pierre)

Pierre Croissance France 100.00% (held by some insurance companies,
mutuals and Axa Pierre)

Plagam France 100.00% (held by Alpha Assurance Vie
Mutuelle, Axa Assurances Vie
and Pierre Croissance)

Bugam France 43.91% (held by Alpha Assurance Vie Mutuelle
and 56.09% by Pierre Croissance)

Axa Millesimes France 50.98% (74.60% including Axa mutuals)

Chateau Suduirault France 100.00% (held by Axa Millesimes)

Diznoko Hongrie 90.00% (held by Axa Millesimes)

Finapel France 99.90% (held by Axa Assurances Iard Mut et
Uni Europe Assurance Mutuelle)

Compagnie Financiere Matignon France 83.50% (held by different companies and
mutuals)

Fonciere Wagram France 99.95% (held by Finapel)
</TABLE>

C-25

<TABLE>
<CAPTION>
COMPANY COUNTRY VOTING POWER
------- ------- ------------
<S> <C> <C>
Equitable Real Estate Development U.S.A. 100.00% (held by ELAS)

Quinta do Noval Vinhos S.A. Portugal 99.90% (held by Axa Millesimes)

Groupment Foncier Francais France 10.8%
</TABLE>

C-26

<PAGE>

AXA OTHER

<TABLE>
<CAPTION>
COMPANY COUNTRY VOTING POWER
------- ------- ------------
<S> <C> <C>
A.N.F. France 95.51% (held by Finaxa)

Compagnie du Cambodge France 32.1% held by A.N.F.

SCAC Delmas Vieljeux France 18.68%

Societe Financiere Domaine Divonne France 14%

Galeries Lafayette France 10.50%

Rubis et Cie France 12.11%

Eurofin France 23.4% held by C.F.P.

Sogefie Belgique 50% held by Victoire Belgique

Lucia France 27.75%

Cogedim France 11.21%
</TABLE>

C-27

ORGANIZATION CHART OF EQUITABLE'S AFFILIATES

NOTES
<TABLE>
<CAPTION>
<C> <S>
1. The year of formation or acquisition and state or country of incorporation of each
affiliate is shown.

2. The chart omits certain relatively inactive special purpose real estate
subsidiaries, partnerships, and joint ventures formed to operate or
develop a single real estate property or a group of related properties,
and certain inactive name-holding corporations.

3. All ownership interests on the chart are 100% common stock ownership except for
(a) as noted for certain partnership interests, (b) ACMC, Inc.'s and Equitable
Capital Management Corporation's limited partnership interests in Alliance Capital
Management L.P., (c) as noted for certain subsidiaries of Alliance Capital
Management Corp. of Delaware, Inc., (d) Treasurer Robert L. Bennett's 20% interest
in Compass Management and Leasing Co. (formerly known as EREIM, Inc.), (e) as
noted for certain subsidiaries of AXA (f) The Equitable Companies Incorporated's
44.1% interest in DLJ and Equitable Holding Corp.'s 36.1% interest in same; and
(g) DLJ Mortgage Capital, Inc.'s and Equitable Real Estate Investment Management,
Inc.'s ownership (50% each) in Column Financial, Inc.

4. The operational status of the entities shown as having been formed or
authorized but "not yet fully operational" should be checked with the
appropriate operating areas, especially for those that are start-up
situations.

5. The following entities are not included in this chart because, while
they have an affiliation with The Equitable, their relationship is not
the ongoing equity-based form of control and ownership that is
characteristic of the affiliations on the chart, and, in the case of
the first two entities, they are under the direction of at least a
majority of "outside" trustees:

The Equitable Funds
The Hudson River Trust
Separate Accounts

6. This chart was last revised on January 18, 1996.
</TABLE>

C-28

Item 27. Number of Contractowners.

As of December 31, 1995, the number of participants in the American
Dental Association Members Program offered by the Registrant was 20,072.

Item 28. Indemnification

(a) Indemnification of Principal Underwriter: to the extent
permitted by law of the State of New York and subject to all applicable
requirements thereof, Equico Securities, Inc. ("Equico") undertook to indemnify
each of its directors and officers who is made or threatened to be made a party
to any action or proceeding, whether civil or criminal, by reason of the fact
that he or she is or was a director or officer of Equico.

(b) Undertaking: insofar as indemnification for liability arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

Item 29. Principal Underwriters

(a) Equico, a wholly-owned subsidiary of Equitable is the principal
underwriter for Equitable's Separate Account No. 301 and Separate Account A and
for Separate Account I and Separate Account FP of Equitable Variable Life
Insurance Company. Equico's principal business address is 1755 Broadway, NY,
NY 10019.

(b) See Item 25.

C-29

Item 30. Location of Accounts and Records

The records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder,
with respect to the separate accounts named in Item 29(a),are maintained by The
Equitable Life Assurance Society of the United States at 135 West 50th Street
New York, New York 10020.

Item 31. Management Services

Not applicable.

Item 32. Undertakings

The Registrant hereby undertakes:

(a) to file a post-effective amendment to this registration
statement as frequently as is necessary to ensure that the audited financial
statements in the registration statement are never more than 16 months old for
so long as payments under the variable annuity contracts may be accepted;

(b) to include either (1) as part of any application to purchase a
contract offered by the prospectus, a space that an applicant can check to
request a Statement of Additional Information, or (2) a postcard or similar
written communication affixed to or included in the prospectus that the
applicant can remove to send for a Statement of Additional Information;

(c) to deliver any Statement of Additional Information and any
financial statements required to be made available under this Form promptly
upon written or oral request.

C-30

SIGNATURES

Pursuant to the Securities Act of 1933 the Registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and State of New York, on
this 29th day of February, 1996.

THE EQUITABLE LIFE ASSURANCE SOCIETY OF
THE UNITED STATES
(Registrant)

By: The Equitable Life Assurance
Society of the United States

By: /s/ Naomi J. Weinstein
-------------------------------
Naomi J. Weinstein
Vice President

C-31

SIGNATURES

Pursuant to the Securities Act of 1933 the Depositor has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City and State of New York, on this 29th day
of February, 1996.

THE EQUITABLE LIFE ASSURANCE SOCIETY OF
THE UNITED STATES
(Depositor)

By: /s/Naomi J. Weinstein
-------------------------------
Naomi J. Weinstein
Vice President

As required by the Securities Act of 1933 this registration statement
has been signed by the following persons in the capacities and on the date
indicated:

PRINCIPAL EXECUTIVE OFFICERS:
<TABLE>
<CAPTION>
<S> <C>
Joseph J. Melone Chairman of the Board and Director

James M. Benson President, Chief Executive
Officer and Director

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

PRINCIPAL FINANCIAL OFFICER:

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

PRINCIPAL ACCOUNTING OFFICER:

/s/ Alvin H. Fenichel
- ---------------------------
Alvin H. Fenichel Senior Vice President and
February 29, 1996 Controller

</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
DIRECTORS:
Claude Bebear Jean-Rene Fourtou Winthrop Knowlton
James M. Benson Norman C. Francis Arthur L. Liman
Chrisopher Brocksom Donald J. Greene George T. Lowy
Francoise Colloc'h Anthony J. Hamilton William T. McCaffrey
Henri de Castries John T. Hartley Joseph J. Melone
Joseph L. Dionne John H.F. Haskell, Jr. Didier Pineau-Valencienne
William T. Esrey W. Edwin Jarmain George J. Sella, Jr.
G. Donald Johnston, Jr. Dave H. Williams

</TABLE>

/s/Naomi J. Weinstein
- -------------------------
Naomi J. Weinstein
Attorney-in-Fact
February 29, 1996

C-32

EXHIBIT INDEX

Exhibit No. Page No.
----------- --------
3(e) Amended and Restated Investment Management Agreement
dated as of May 1, 1996.*

4(i) Form of Rider No. 8 to Group Annuity Contract 2100. *

6(c) Copy of the Restated Charter of The Equitable Life
Assurance Society of the United States, adopted
November 18, 1993.

9(a) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States.

10(c) Powers of Attorney.

- ---------------
*To be filed by pre-effective amendment.

C-33

CERTIFICATE OF AMENDMENT OF THE RESTATED CHARTER OF
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Under Section 1206 of the Insurance Law and
Section 805 of the Business Corporation Law of the State of New York

We, the undersigned, Joseph J. Melone, President and Chief Executive
Officer and Molly K. Heines, Vice President and Secretary, hereby certify:

(1). The name of the corporation is The Equitable Life Assurance
Society of the United States (the "Corporation").

(2). The Corporation's Charter was filed in the office of the Insurance
Department of the State of New York on May 10, 1859.

(3). The Charter of the Corporation, as amended and restated by the
Restated Charter effective July 22, 1993, is hereby further amended to
increase the capital of the Corporation from $2,000,000 to $2,500,000 by
increasing the par value of a share of the Common Shares of the
Corporation from $1.00 to $1.25. Article VIII of the Charter which
contains the statement with respect to the capital of the Corporation, is
hereby amended in its entirety to read as follows:

ARTICLE VIII

The amount of the capital of the corporation shall be
$2,500,000, and shall consist of 2,000,000 Common Shares, par value $1.25
per share.

(4) The aforesaid amendment of the Charter of the Corporation was
duly approved by a majority vote of the Board of Directors of the
Corporation at a meeting duly called and held on November 18, 1993 and
was duly consented to in writing by the holder of all of the outstanding
shares of the Corporation on the same date.

IN WITNESS WHEREOF, the undersigned have signed this certificate the
18th day of November 1993, and affirm that the statements made herein are true
under the penalties of perjury.

/s/ Joseph J. Melone
------------------------------------
Joseph J. Melone
President & Chief Executive Officer

/s/ Molly K. Heines
------------------------------------
Molly K. Heines
Vice President & Secretary

February 26 , 1996

The Equitable Life Assurance
Society of the United States
787 Seventh Avenue
New York, New York 10019

Dear Sirs:

This opinion is furnished in connection with the N-4 Registration
Statement (the "Registration Statement") of The Equitable Life Assurance
Society of the United States ("Equitable") under the Securities Act of 1933, as
amended (the "Act"), relating to separate account units of interest ("Units")
under a group annuity contract issued by Equitable to the Trustees of the
American Dental Association Members Retirement Trust and of the American Dental
Association Members Pooled Trust for Retirement Plans (the "ADA Contract"), as
proposed to be formally amended (the separate accounts included in the ADA
Contract being referred to herein collectively as the "Separate Accounts"). The
ADA Contract is designed to provide benefits under retirement plans and trusts
adopted by members of the American Dental Association for themselves and their
employees. Such plans and trusts will be qualified under Section 401 of the
Internal Revenue Code of 1986, as amended. The securities being registered are
to be offered in the manner described in the Registration Statement covering up
to $70,000,000 of the plan contributions to be received under the ADA Contract.

I have examined all such corporate records of Equitable and such other
documents and such laws as I consider appropriate as a basis for the opinion
hereinafter expressed. On the basis of such examination, it is my opinion
that:

1. Equitable is a corporation duly organized and validly existing
under the laws of the State of New York.

2. The Separate Accounts have been duly authorized and established
by Equitable.

3. Assets allocated to the Separate Accounts are owned by
Equitable; Equitable is not be a trustee with respect thereto. Pursuant to New
York law, the income, gains and losses, whether or not realized, from assets
allocated to a Separate Account must be credited to or charged against such
Account, without regard to the other income, gains or losses of Equitable.

4. The ADA Contract provides that the portion of the assets of the
Separate Accounts equal to the reserves and other contract liabilities with
respect to the Separate Accounts shall not be chargeable with liabilities
arising out of any other business Equitable may conduct.

5. The ADA Contract (including proposed formal amendments thereto)
and the Units issued thereunder have been duly authorized; and the ADA Contract
(including the Units duly issued thereunder) when formally amended and
delivered will constitute validly issued and binding obligations of Equitable
in accordance with their terms.

I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

Yours very truly,

/s/ Anthony A. Dreyspool
-------------------------------
Anthony A. Dreyspool

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or
director of The Equitable Life Assurance Society of the United States (the
"Company"), a New York stock life insurance company, hereby constitutes and
appoints Gordon G. Dinsmore, Samuel B. Shlesinger, James D. Goodwin, Pauline
Sherman, Michael F. McNelis, Naomi J. Weinstein, Charles Wilder, Mildred Oliver
and each of them (with full power to each of them to act alone), his or her
true and lawful attorney-in-fact and agent, with full power of substitution to
each, for him or her and on his or her behalf and in his or her name, place and
stead, to execute and file any of the documents referred to below relating to
registrations under the Securities Act of 1933, the Securities Exchange Act of
1934 and the Investment Company Act of 1940 with respect to any insurance or
annuity contracts or other agreements providing for allocation of amounts to
Separate Accounts of the Company, and related units or interests in Separate
Accounts: registration statements on any form or forms under the Securities
Act of 1933 and the Investment Company Act of 1940 and annual reports on any
form or forms under the Securities Exchange Act of 1934, and any and all
amendments and supplements thereto, with all exhibits and all instruments
necessary or appropriate in connection therewith, each of said attorneys-in-
fact and agents and his, her or their substitutes being empowered to act with
or without the others or other, and to have full power and authority to do or
cause to be done in the name and on behalf of the undersigned each and every
act and thing requisite and necessary or appropriate with respect thereto to be
done in and about the premises in order to effectuate the same, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may do or cause to be done by virtue hereof.