EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/, 424B3, 1996-05-30

EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/
424B3, 1996-05-30
INSURANCE AGENTS, BROKERS & SERVICE

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<PAGE>

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

INCOME MANAGER(Service Mark)
ACCUMULATOR PROSPECTUS

DATED MAY 1, 1996
-----------------
COMBINATION VARIABLE AND FIXED DEFERRED ANNUITY CERTIFICATES
Issued By:
The Equitable Life Assurance Society of the United States
- -------------------------------------------------------------------------------
This prospectus describes certificates The Equitable Life Assurance Society
of the United States (EQUITABLE LIFE, WE, OUR and US) offers under a
combination variable and fixed deferred annuity contract (ACCUMULATOR) issued
on a group basis or as individual contracts. Enrollment under a group
contract will be evidenced by issuance of a certificate. Certificates and
individual contracts each will be referred to as "Certificates." Accumulator
Certificates are used for after-tax contributions to a non-qualified annuity.
A minimum initial contribution of $10,000 is required to put the Certificate
into effect.

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

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

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Investment Funds

- ------------------------------------------------------------------------------ Guarantee Periods
Asset Allocation Series: Equity Series: Fixed Income Series: Expiration Dates:
- ---------------------------- ---------------------- ------------------------ --------------------
o Conservative Investors o Growth & Income o Money Market February 15,
o Growth Investors o Common Stock o Intermediate o 1997 through 2006
o Global Government
o International Securities
o Aggressive Stock

</TABLE>

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

Amounts allocated to a Guarantee Period accumulate on a fixed basis and are
credited with interest at a rate we set (GUARANTEED RATE) for the entire
period. On each business day (BUSINESS DAY) we will determine the Guaranteed
Rates available for amounts newly allocated to Guarantee Periods. A market
value adjustment (positive or negative) will be made for withdrawals,
transfers, surrender and certain other transactions from a Guarantee Period
before its expiration date (EXPIRATION DATE). Each Guarantee Period has its
own Guaranteed Rates.

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

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

Registration statements relating to Separate Account No. 45 (SEPARATE
ACCOUNT) and interests under the Guarantee Periods have been filed with the
Securities and Exchange Commission (SEC). The statement of additional
information (SAI), dated May 1, 1996, which is part of the registration
statement for the Separate Account, is available free of charge upon request
by writing to our Processing Office or calling 1-800-789-7771, our toll-free
number. The SAI has been incorporated by reference into this prospectus. The
Table of Contents for the SAI appears at the back of this prospectus.

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

THE CERTIFICATES ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE
NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED.
THEY ARE SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL INVESTED.
- -------------------------------------------------------------------------------
Copyright 1996
The Equitable Life Assurance Society of the United States, New York, New York
10019.
All rights reserved.

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Equitable Life's Annual Report on Form 10-K for the year ended December
31, 1995 is incorporated herein by reference.

All documents or reports filed by Equitable Life pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (EXCHANGE
ACT) after the date hereof and prior to the termination of the offering of
the securities offered hereby shall be deemed to be incorporated by reference
in this prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified and superseded, to constitute a part of this prospectus.
Equitable Life files its Exchange Act documents and reports, including its
annual and quarterly reports on Form 10-K and Form 10-Q, electronically
pursuant to EDGAR under CIK No. 0000727920.

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

<PAGE>

PROSPECTUS TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
GENERAL TERMS PAGE 4

FEE TABLE PAGE 5
Condensed Financial Information 7

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

PART 2: EQUITABLE LIFE, THE SEPARATE ACCOUNT
AND THE INVESTMENT FUNDS PAGE 11
Equitable Life 11
Separate Account No. 45 11
The Trust 11
The Trust's Investment Adviser 12
Investment Policies and Objectives of the
Trust's Portfolios 13

PART 3: INVESTMENT PERFORMANCE PAGE 14
Performance Data for a Certificate 14
Rate of Return Data for Investment
Funds 15
Communicating Performance Data 18
Money Market Fund and Intermediate Government
Securities Fund
Yield Information 19

PART 4: THE GUARANTEED PERIOD ACCOUNT PAGE 20
Guarantee Periods 20
Market Value Adjustment for Transfers,
Withdrawals or Surrender Prior to the
Expiration Date 21
Death Benefit Amount 22
Investments 22

PART 5: PROVISIONS OF THE CERTIFICATES AND
SERVICES WE PROVIDE PAGE 23
Availability of the Certificates 23
Contributions Under the Certificates 23
Methods of Payment 23
Allocation of Contributions 23
Free Look Period 24
Annuity Account Value 24
Transfers Among Investment Options 25
Dollar Cost Averaging 25
Withdrawals 26
Death Benefit 26
When the Certificate Owner Dies
Before the Annuitant 28
Cash Value 29
Surrendering the Certificates to
Receive the Cash Value 29
Income Annuity Options 29
When Payments are Made 31
Assignment 31
Distribution of the Certificates 31

PART 6: DEDUCTIONS AND CHARGES PAGE 32
Charges Deducted from the Annuity
Account Value 32
Charges Deducted from the Investment
Funds 33
Trust Charges to Portfolios 33
Group or Sponsored Arrangements 34
Other Distribution Arrangements 34

PART 7: VOTING RIGHTS PAGE 35
Trust Voting Rights 35
Voting Rights of Others 35
Separate Account Voting Rights 35
Changes in Applicable Law 35

PART 8: TAX ASPECTS OF THE CERTIFICATES PAGE 36
Tax Changes 36
Taxation of Non-Qualified Annuities 36
Federal and State Income Tax
Withholding 37
Other Withholding 37
Special Rules for Certificates Issued in
Puerto Rico 38
Impact of Taxes to Equitable Life 38
Transfers Among Investment Options 38

PART 9: KEY FACTORS IN RETIREMENT PLANNING PAGE 39
Introduction 39
Inflation 39
Starting Early 40
Tax-Deferral 40
Investment Options 41
The Benefit of Annuitization 42

PART 10: INDEPENDENT ACCOUNTANTS PAGE 43

APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE PAGE 44

APPENDIX II: GUARANTEED MINIMUM DEATH BENEFIT
(GMDB) EXAMPLE PAGE 45
APPENDIX III: GMDB SPECIAL ADJUSTMENT PAGE 46

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

<PAGE>

GENERAL TERMS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

FEE TABLE

The purpose of this fee table is to assist you in understanding the various
costs and expenses you may bear directly or indirectly under the Certificate
so that you may compare them on the same basis with other similar products.
The table reflects both the charges of the Separate Account and the expenses
of the Trust. Charges for applicable taxes such as state or local premium
taxes may also apply. For a complete description of the charges under the
Certificate, see "Part 6: Deductions and Charges." For a complete description
of the Trust's charges and expenses, see the prospectus for the Trust.

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

OWNER TRANSACTION EXPENSES (DEDUCTED FROM ANNUITY ACCOUNT VALUE)
DISTRIBUTION FEE (SALES LOAD) AS A PERCENTAGE OF EACH CONTRIBUTION RECEIVED
DURING THE FIRST CONTRACT YEAR (deducted annually on each of the first seven
Processing Dates)(1) .................................................. 0.20%

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

<TABLE>
<CAPTION>
Contract
Year
--------
<S> <C>

2 ............... 6.00
3 ............... 5.00
4 ............... 4.00
5 ............... 3.00
6 ............... 2.00
7 ............... 1.00
8+ ............... 0.00
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Transfer Charge(3) ................................................................................. $0.00
Guaranteed Minimum Death Benefit Charge (percentage deducted annually on each Processing Date as a
percentage of the guaranteed minimum death benefit then in effect)(4) ............................. 0.35%
ANNUAL CONTRACT FEE (DEDUCTED FROM ANNUITY ACCOUNT VALUE ON EACH PROCESSING DATE)(5)
- ---------------------------------------------------------------------------------------------------
If the initial contribution is less than $25,000 .................................................. $30
If the initial contribution is $25,000 or more .................................................... $0
SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF ASSETS IN EACH INVESTMENT FUND)
- ---------------------------------------------------------------------------------------------------
Mortality and Expense Risk Charge .................................................................. 0.90%
Asset Based Administrative Charge .................................................................. 0.25%
---------
Total Separate Account Annual Expenses ............................................................ 1.15%
=========
</TABLE>

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

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIOS
-----------------------------------------------------------
CONSERVATIVE GROWTH GROWTH & COMMON
INVESTORS INVESTORS INCOME STOCK GLOBAL
-------------- ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
Investment Advisory Fee 0.55% 0.52% 0.55% 0.35% 0.53%
Other Expenses 0.04% 0.04% 0.05% 0.03% 0.08%
-------------- ----------- ---------- -------- --------
TOTAL TRUST ANNUAL EXPENSES(6) 0.59% 0.56% 0.60% 0.38% 0.61%
============== =========== ========== ======== ========
</TABLE>

<TABLE>
<CAPTION>
INTERMEDIATE
AGGRESSIVE MONEY GOVT.
INTERNATIONAL STOCK MARKET SECURITIES
--------------- ------------ -------- --------------
<S> <C> <C> <C> <C>
Investment Advisory Fee 0.90% 0.46% 0.40% 0.50%
Other Expenses 0.13% 0.03% 0.04% 0.07%
--------------- ------------ -------- --------------
TOTAL TRUST ANNUAL
EXPENSES(6) 1.03% 0.49% 0.44% 0.57%
=============== ============ ======== ==============
</TABLE>

<PAGE>

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

Notes:

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

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

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

(4) See "Part 6: Deductions and Charges," "Guaranteed Minimum Death
Benefit Charge."

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

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

EXAMPLES

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

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

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- --------- --------- ----------
<S> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $90.65 $124.85 $161.72 $282.98
Growth Investors 90.36 123.96 160.23 279.95
EQUITY SERIES:
Growth & Income 90.75 125.15 162.22 284.01
Common Stock 88.57 118.54 151.12 261.44
Global 90.85 125.45 162.72 285.01
International 95.03 138.00 183.64 326.72
Aggressive Stock 89.66 121.85 156.59 272.79
FIXED INCOME SERIES:
Money Market 89.16 120.34 154.16 267.65
Intermediate Government
Securities 90.46 124.26 160.73 280.97
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- --------- --------- ----------
<S> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $26.36 $81.02 $138.41 $289.26
Growth Investors 26.07 80.13 136.91 286.22
EQUITY SERIES:
Growth & Income 26.46 81.32 138.91 290.27
Common Stock 24.28 74.72 127.82 267.73
Global 26.56 81.62 139.41 291.27
International 30.74 94.16 160.32 332.98
Aggressive Stock 25.37 78.02 133.38 279.07
FIXED INCOME SERIES:
Money Market 24.87 76.52 130.85 273.93
Intermediate Government
Securities 26.17 80.43 137.41 287.22
</TABLE>

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

Notes:

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

CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT VALUES

Equitable Life commenced the offering of the Certificates on May 1, 1995. The
following table shows the Accumulation Unit Values, as of May 1, 1995 and the
last Business Day for the periods shown.

EQUITY SERIES:
Growth & Income 10.376155 11.989601 12.223906
Common Stock 102.335691 124.519251 129.576942
Global 19.478146 22.293921 23.053487
International 10.125278 11.033925 11.330624
Aggressive Stock 44.025496 54.591448 60.791588

FIXED INCOME SERIES:
Money Market 23.150932 23.830754 24.060696
Intermediate Govt.
Securities 12.498213 13.424767 13.280243
</TABLE>

<PAGE>
PART 1: SUMMARY

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

WHAT IS THE INCOME MANAGER?

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

INVESTMENT OPTIONS

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

INVESTMENT FUNDS

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

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

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

GUARANTEE PERIODS

o Guarantee Periods maturing in each of calendar years 1997 through 2006.

CONTRIBUTIONS

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

o Subsequent contributions may be made in an amount of at least $1,000.

TRANSFERS

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

FREE LOOK PERIOD

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

SERVICES WE PROVIDE

O REGULAR REPORTS

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

o Three additional reports of your Certificate values each year;

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

o Written confirmation of financial transactions.

O TOLL-FREE TELEPHONE SERVICES

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

O PROCESSING OFFICE

O FOR CONTRIBUTIONS SENT BY REGULAR MAIL:
Equitable Life
Income Management Group
Post Office Box 13014
Newark, NJ 07188-0014
8

<PAGE>

O FOR CONTRIBUTIONS SENT BY EXPRESS MAIL:

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

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

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

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

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

WITHDRAWALS

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

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

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

DEATH BENEFITS

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

SURRENDERING THE CERTIFICATES

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

INCOME ANNUITY OPTIONS

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

TAXES

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

DEDUCTIONS FROM ANNUITY
ACCOUNT VALUE

Distribution Fee

We deduct a sales load annually in an amount of 0.20% of each contribution
received during the first Contract Year. This sales load is deducted on each
of the first seven Processing Dates. The amount deducted is based on
contributions that have not been withdrawn.

Withdrawal Charge

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

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

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

Guaranteed Minimum Death Benefit Charge

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

Annual Contract Fee

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

<PAGE>

Charges for State Premium and Other Applicable Taxes

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

DEDUCTIONS FROM INVESTMENT FUNDS

Mortality and Expense Risk Charge

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

Asset Based Administrative Charge

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

TRUST CHARGES TO PORTFOLIOS

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

<PAGE>

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

EQUITABLE LIFE

Equitable Life is a New York stock life insurance company that has been in
business since 1859. For more than 100 years we have been among the largest
life insurance companies in the United States. Equitable Life has been
selling annuities since the turn of the century. Our home office is located
at 787 Seventh Avenue, New York, New York 10019. We are authorized to sell
life insurance and annuities in all fifty states, the District of Columbia,
Puerto Rico and the Virgin Islands. We maintain local offices throughout the
United States.

Equitable Life is a wholly owned subsidiary of The Equitable Companies
Incorporated (the Holding Company). The largest stockholder of the Holding
Company is AXA S.A. AXA beneficially owns 60.6% of the outstanding shares of
common stock of the Holding Company plus 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, a French company, is the holding company for an international
group of insurance and related financial service companies.

Equitable Life, the Holding Company and their subsidiaries managed
approximately $195.3 billion of assets as of December 31, 1995.

SEPARATE ACCOUNT NO. 45

Separate Account No. 45 is organized as a unit investment trust, a type of
investment company, and is registered with the SEC under the Investment
Company Act of 1940 (1940 Act). This registration does not involve any
supervision by the SEC of the management or investment policies of the
Separate Account. The Separate Account has several Investment Funds, each of
which invests in shares of a corresponding Portfolio of the Trust. Because
amounts allocated to the Investment Funds are invested in a mutual fund,
investment return and principal will fluctuate and the Certificate Owner's
Accumulation Units may be worth more or less than the original cost when
redeemed.

Under the New York Insurance Law, the portion of the Separate Account's
assets equal to the reserves and other liabilities relating to the
Certificates are not chargeable with liabilities arising out of any other
business we may conduct. Income, gains or losses, whether or not realized,
from assets of the Separate Account are credited to or charged against the
Separate Account without regard to our other income gains or losses. We are
the issuer of the Certificates, and the obligations set forth in the
Certificates (other than those of Annuitants or Certificate Owners) are our
obligations.

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

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

THE TRUST

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

<PAGE>

tual fund. As a "series" type of mutual fund, it issues several different
series of stock, each of which relates to a different Portfolio of the Trust.
The Trust commenced operations in January 1976 with a predecessor of its
Common Stock Portfolio. The Trust does not impose a sales charge or "load"
for buying and selling its shares. All dividend distributions to the Trust
are reinvested in full and fractional shares of the Portfolio to which they
relate. More detailed information about the Trust, its investment objec-
tives, policies, restrictions, risks, expenses and all other aspects of its
operations appears in its prospectus which accompanies this prospectus or in
its statement of additional information.

THE TRUST'S INVESTMENT ADVISER

The Trust is advised by Alliance Capital Management L.P. (Alliance), which is
registered with the SEC as an investment adviser under the Investment
Advisers Act of 1940. Alliance, a publicly-traded limited partnership, is
indirectly majority-owned by Equitable Life. On December 31, 1995, Alliance
was managing over $146.5 billion in assets. Alliance acts as an investment
adviser to various separate accounts and general accounts of Equitable Life
and other affiliated insurance companies. Alliance also provides management
and consulting services to mutual funds, endowment funds, insurance
companies, foreign entities, qualified and non-tax qualified corporate funds,
public and private pension and profit-sharing plans, foundations and
tax-exempt organizations.

Alliance's record as an investment manager is based, in part, on its ability
to provide a diversity of investment services to domestic, international and
global markets. Alliance prides itself on its ability to attract and retain a
quality, professional work force. Alliance employs more than 160 investment
professionals, including 68 research analysts. Portfolio managers have an
average investment experience of more than 16 years.

Alliance's main office is located at 1345 Avenue of the Americas, New York,
New York 10105.

<PAGE>

INVESTMENT POLICIES AND OBJECTIVES OF THE TRUST'S PORTFOLIOS

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

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

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

Growth Investors Diversified mix of publicly-traded, fixed-income and High total return consistent
equity securities; asset mix and security selection with the adviser's
based upon factors expected to increase possibility determination of reasonable
of high long-term return. The Portfolio is generally risk
expected to hold approximately 70% of its assets in
equity securities and 30% in fixed income
securities.
EQUITY SERIES:
Growth & Income Primarily income producing common stocks and High total return through a
securities convertible into common stocks. combination of current income
and capital appreciation

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

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

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

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

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

<PAGE>

PART 3: INVESTMENT PERFORMANCE

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

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

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

PERFORMANCE DATA FOR A CERTIFICATE

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

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

In order to calculate annualized rates of return, we divide the Cash Value of
a Certificate which is surrendered on December 31, 1995 by the $1,000
contribution made at the beginning of each period illustrated. The annual
contract fee is computed based on an initial contribution of $10,000. The
result of that calculation is the total growth rate for the period. Then we
annualize that growth rate to obtain the average annual percentage increase
(decrease) during the period shown. When we "annualize," we assume that a
single rate of return applied each year during the period will produce the
ending value, taking into account the effect of compounding.

GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1995

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
----------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
FUND YEAR YEARS YEARS YEARS INCEPTION*
- ---------------------- -------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $1,117 $1,162 $1,454 -- $ 1,567
Growth Investors 1,176 1,288 2,000 -- 2,254
EQUITY SERIES:
Growth & Income 1,154 -- -- -- 1,124
Common Stock 1,236 1,487 2,089 $3,471 11,447
Global 1,102 1,521 1,942 -- 2,092
International -- -- -- -- 1,030
Aggressive Stock 1,228 1,353 2,444 -- 5,194
</TABLE>

<PAGE>

GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1995
(CONTINUED)

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
---------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
FUND YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- ------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
FIXED INCOME SERIES:
Money Market $ 972 $1,022 $1,103 $1,494 $2,184
Intermediate Govt. Securities 1,047 1,085 -- -- 1,270
</TABLE>

- ------------
* See footnote below.

AVERAGE ANNUAL TOTAL RETURN UNDER A CERTIFICATE SURRENDERED ON
DECEMBER 31, 1995

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
--------------------------------------------------
INVESTMENT THREE FIVE TEN SINCE
FUND ONE YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- -------- ------- ------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors 11.72% 5.15% 7.77% -- 6.63%
Growth Investors 17.62 8.81 14.86 -- 12.31
EQUITY SERIES:
Growth & Income 15.35 -- -- -- 3.98
Common Stock 23.63 14.14 15.87 13.25% 12.96
Global 10.15 15.01 14.20 -- 8.55
International -- -- -- -- 3.04
Aggressive Stock 22.83 10.59 19.57 -- 17.91
FIXED INCOME SERIES:
Money Market (2.77) 0.73 1.98 4.10 5.34
Intermediate Govt. Securities 4.73 2.76 -- -- 4.90
</TABLE>

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

* The "Since Inception" dates are as follows: Conservative Investors
(October 2, 1989); Growth Investors (October 2, 1989); Growth & Income
(October 1, 1993); Common Stock (January 13, 1976); Global (August 27, 1987);
International (April 3, 1995); Aggressive Stock (January 27, 1986); Money
Market (July 13, 1981); and Intermediate Government Securities (April 1,
1991). The "Since Inception" numbers for the International Fund are
unannualized.

RATE OF RETURN DATA FOR INVESTMENT FUNDS

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

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

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

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

<PAGE>

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

BENCHMARKS

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

PORTFOLIO INCEPTION DATES AND COMPARATIVE BENCHMARKS:

Asset Allocation Series:

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

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

Equity Series:

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

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

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

INTERNATIONAL: April 1, 1995; Morgan Stanley Capital International Europe,
Australia, Far East Index.

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

Fixed Income Series:

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

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

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

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1995:*

<PAGE>

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1995:* (CONTINUED)

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
-------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
GLOBAL 17.45% 16.86% 15.16% -- -- 10.09%
Lipper Global 13.87 13.45 9.10 -- -- 2.52
Benchmark 20.72 15.83 11.74 -- -- 6.75
INTERNATIONAL -- -- -- -- -- 10.34**
Lipper International -- -- -- -- -- 12.21**
Benchmark -- -- -- -- -- 9.17**
AGGRESSIVE STOCK 30.13 12.61 20.35 -- -- 18.59
Lipper Small Company Growth 28.19 15.26 25.72 -- -- 16.06
Benchmark 29.69 13.67 20.16 -- -- 13.58
FIXED INCOME SERIES:
MONEY MARKET 4.53 3.04 3.29 4.81% -- 6.19
Lipper Money Market 4.35 2.88 3.10 4.71 -- 6.27
Benchmark 5.74 4.34 4.47 5.77 -- 7.09
INTERMEDIATE GOVERNMENT
SECURITIES 12.03 4.99 -- -- -- 6.43
Lipper Gen. U.S. Government 15.47 6.27 -- -- -- 7.87
Benchmark 14.41 6.74 -- -- -- 8.17
</TABLE>

- ------------
* See footnote on next page.

** Unannualized.

CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1995:*

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
-------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE INVESTORS 19.02% 23.60% 53.06% -- -- 65.42%
Lipper Income 21.25 31.95 76.42 -- -- 79.42
Benchmark 24.11 34.58 74.09 -- -- 87.24
GROWTH INVESTORS 24.92 36.28 108.00 -- -- 135.55
Lipper Flexible Portfolio 21.58 30.92 72.73 -- -- 76.92
Benchmark 32.05 45.64 98.56 -- -- 102.72
EQUITY SERIES:
GROWTH & INCOME 22.65 -- -- -- -- 19.89
Lipper Growth & Income 31.18 -- -- -- -- 31.42
Benchmark 34.93 -- -- -- -- 38.14
COMMON STOCK 30.93 56.29 117.35 265.55% 530.07% 1,146.22
Lipper Growth 31.08 41.29 107.30 215.49 483.45 920.87
Benchmark 37.54 53.30 115.25 300.11 692.18 1,327.94
GLOBAL 17.45 59.57 102.53 -- -- 123.08
Lipper Global 13.87 46.36 55.44 -- -- 23.09
Benchmark 20.72 55.39 74.20 -- -- 72.38
INTERNATIONAL -- -- -- -- -- 10.34**
Lipper International -- -- -- -- -- 12.21**
Benchmark -- -- -- -- -- 9.17**
AGGRESSIVE STOCK 30.13 42.79 152.49 -- -- 443.46
Lipper Small Company Growth 28.19 55.24 268.67 -- -- 337.96
Benchmark 29.69 46.89 150.49 -- -- 254.09
FIXED INCOME SERIES:
MONEY MARKET 4.53 9.40 17.55 59.97 -- 138.38
Lipper Money Market 4.35 8.87 16.48 58.55 -- 140.42
Benchmark 5.74 13.58 24.45 75.23 -- 170.07
</TABLE>

- ------------
* See footnote on next page.

** Unannualized.

<PAGE>

CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1995:* (CONTINUED)

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
-------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
INTERMEDIATE GOVERNMENT
SECURITIES 12.03% 15.72% -- -- -- 34.43 %
Lipper Gen. U.S. Government 15.47 20.05 -- -- -- 43.43
Benchmark 14.41 21.60 -- -- -- 45.17
</TABLE>

YEAR-BY-YEAR RATES OF RETURN*

<TABLE>
<CAPTION>
1983 1984 1985 1986 1987 1988
-------- --------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION
SERIES:
CONSERVATIVE
INVESTORS -- -- -- -- -- --
GROWTH INVESTORS -- -- -- -- -- --
EQUITY SERIES:
GROWTH & INCOME -- -- -- -- -- --
COMMON STOCK*** 24.67% (3.09)% 31.91% 16.02% 6.21% 21.03%
GLOBAL -- -- -- -- (13.62) 9.61
INTERNATIONAL -- -- -- -- -- --
AGGRESSIVE STOCK -- -- -- 33.83 6.06 (0.03)
FIXED INCOME SERIES:
MONEY MARKET*** 7.70 9.59 6.91 5.39 5.41 6.09
INTERMEDIATE
GOVERNMENT --
SECURITIES -- -- -- -- --
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994 1995
------- -------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION
SERIES:
CONSERVATIVE
INVESTORS 2.79% 5.14% 18.51% 4.50% 9.54% (5.20)% 19.02%
GROWTH INVESTORS 3.53 9.39 47.19 3.69 13.95 (4.27) 24.92
EQUITY SERIES:
GROWTH & INCOME -- -- -- -- (0.55) (1.72) 22.65
COMMON STOCK*** 24.16 (9.17) 36.30 2.03 23.39 (3.26) 30.93
GLOBAL 25.29 (7.15) 29.06 (1.65) 30.60 4.02 17.45
INTERNATIONAL -- -- -- -- -- -- 10.34
AGGRESSIVE STOCK 41.86 6.92 84.73 (4.28) 15.41 (4.92) 30.13
FIXED INCOME SERIES:
MONEY MARKET*** 7.93 6.99 4.97 2.37 1.78 2.82 4.53
INTERMEDIATE
GOVERNMENT
SECURITIES -- -- 11.30 4.38 9.27 (5.47) 12.03
</TABLE>

- ------------
* Returns do not reflect the distribution fee, the withdrawal charge, the
guaranteed minimum death benefit charge and the annual contract fee.
The Year-by-Year Rates of Return are different from those previously
published, because the previous rates were calculated based on
historical end of month values and are now calculated using daily
historical values.

** Unannualized.
<TABLE>
<CAPTION>

*** Prior to 1983 the Year-by-Year Rates of Return were: 1976 1977 1978 1979 1980 1981 1982
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
COMMON STOCK 8.20% (10.28)% 6.99% 28.35% 48.39% (6.94)% 16.22%
MONEY MARKET -- -- -- -- -- 5.71 11.72
</TABLE>

COMMUNICATING PERFORMANCE DATA

In reports or other communications or in advertising material, we may
describe general economic and market conditions affecting the Separate
Account and the Trust and may compare the performance of the Investment Funds
with (1) that of other insurance company separate accounts or mutual funds
included in the rankings prepared by Lipper Analytical Services, Inc.,
Morningstar, Inc., VARDS or similar investment services that monitor the
performance of insurance company separate accounts or mutual funds, (2) other
appropriate indices of investment securities and averages for peer universes
of funds which are shown under "Benchmarks" and "Fund Inception Dates and
Comparative Benchmarks" in this Part 3, or (3) data developed by us derived
from such indices or averages. The Morningstar Variable Annuity/Life Report
consists of nearly 700 variable life and annuity funds, all of which report
their data net of investment management fees, direct operating expenses and
separate account charges. VARDS is a monthly reporting service that monitors
approximately 760 variable life and variable annuity funds on performance and
account information. Advertisements or other communications furnished to
present or prospective Certificate Owners may also include evaluations of an
Investment Fund or Portfolio by financial publications that are nationally
recognized such as Barron's, Morningstar's Variable Annuity Sourcebook,
Business Week, Chicago Tribune, Forbes, Fortune, Institutional Investor,
Investment Adviser, Investment Dealer's Digest, Investment Management Weekly,
Los Angeles Times, Money, Money Management Letter, Kiplinger's Personal
Finance, Financial Planning,

<PAGE>

National Underwriter, Pension & Investments, USA Today, Investor's Daily, The
New York Times, and The Wall Street Journal.

MONEY MARKET FUND AND INTERMEDIATE GOVERNMENT SECURITIES FUND YIELD
INFORMATION

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

Money Market Fund

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

Intermediate Government Securities Fund

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

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

<PAGE>

PART 4: THE GUARANTEED PERIOD ACCOUNT

GUARANTEE PERIODS

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

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

Guarantee Periods and Expiration Dates

We currently offer Guarantee Periods ending on February 15th for each of the
maturity years 1997 through 2006.

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

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

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

o The Guaranteed Rate is 3%.

o The Guarantee Period has an Expiration Date beyond the February 15th
immediately following the Annuity Commencement Date.

Guaranteed Rates and Price Per $100 of Maturity Value

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

Guaranteed Rates for new allocations as of May 1, 1996 and the related price
per $100 of Maturity Value for each currently available Guarantee Period were
as follows:

<TABLE>
<CAPTION>
GUARANTEE
PERIODS WITH
EXPIRATION DATE GUARANTEED PRICE PER $100
FEBRUARY 15TH OF RATE AS OF OF MATURITY
MATURITY YEAR MAY 1, 1996 VALUE
- ---------------- ------------ --------------
<S> <C> <C>
1997 4.54% $96.53
1998 5.16 91.37
1999 5.37 86.40
2000 5.51 81.59
2001 5.62 76.93
2002 5.75 72.32
2003 5.88 67.82
2004 5.85 64.19
2005 5.98 59.98
2006 6.08 56.08
</TABLE>

Allocation Among Guarantee Periods

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

For example, if you wish to have $100 mature on February 15th of each of
years 1997 through 2001, then according to the above table the lump sum
contribution you would have to make as of May 1, 1996 would be $432.82 (i.e.,
the sum of the price per $100 of Maturity Value for each maturity year from
1997 through 2001).

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

Options at Expiration Date

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The market value adjustment (positive or negative) resulting from a
withdrawal of a portion of the amount in a Guarantee Period will be a
percentage of the market value adjustment that would be applicable upon a
withdrawal of all funds from a Guarantee Period. This percentage is
determined by (i) dividing the amount of the withdrawal or transfer from the
Guarantee Period by (ii) the Annuity Account Value in such Guarantee Period
prior to the withdrawal or transfer. See Appendix I for an example.

The Guaranteed Rate for new allocations to a Guarantee Period is the rate we
have in effect for this purpose even if new allocations to that Guarantee
Period would not be accepted at the time. This rate will not be less than 3%.
If we do not have a Guaranteed Rate in effect for a Guarantee Period to which
the "current Guaranteed Rate" in (1)(c) would apply, we will use the rate at
the next closest Expiration Date. If we are no longer offering new Guarantee
Periods, the "current Guaranteed Rate" will be determined in accordance with
our procedures then in effect. For purposes of calculating the market value
adjustment only, we reserve the right to add up to 0.25% to the current rate
in (1)(c) above.
21

<PAGE>

DEATH BENEFIT AMOUNT

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

INVESTMENTS

Amounts allocated to Guarantee Periods will be held in a "nonunitized"
separate account established by Equitable Life under the laws of New York.
This separate account provides an additional measure of assurance that full
payment of amounts due under the Guarantee Periods will be made. Under the
New York Insurance Law, the portion of the separate account's assets equal to
the reserves and other contract liabilities relating to the Certificates are
not chargeable with liabilities arising out of any other business we may
conduct.

Investments purchased with amounts allocated to the Guaranteed Period Account
are the property of Equitable Life. Any favorable investment performance on
the assets held in the separate account accrues solely to Equitable Life's
benefit. Certificate Owners do not participate in the performance of the
assets held in this separate account. Equitable Life may, subject to
applicable state law, transfer all assets allocated to the separate account
to its general account. Regardless of whether assets supporting Guaranteed
Period Accounts are held in a separate account or our general account, all
benefits relating to the Annuity Account Value in the Guaranteed Period
Account are guaranteed by Equitable Life.

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

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

General Account

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

The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Because of
applicable exemptions and exclusionary provisions, interests in the general
account have not been registered under the Securities Act of 1933 (1933 Act),
nor is the general account an investment company under the 1940 Act.
Accordingly, the general account is not subject to regulation under the 1933
Act or the 1940 Act. However, the market value adjustment interests under the
Certificates are registered under the 1933 Act.

We have been advised that the staff of the SEC has not made a review of the
disclosure that is included in this prospectus for your information that
relates to the general account (other than market value adjustment
interests). The disclosure, however, may be subject to certain generally
applicable provisions of the Federal securities laws relating to the accuracy
and completeness of statements made in prospectuses.

<PAGE>

PART 5: PROVISIONS OF THE CERTIFICATES AND SERVICES WE PROVIDE

The provisions of your Certificate may be restricted by applicable laws or
regulations.

AVAILABILITY OF THE CERTIFICATES

The Certificates are available for Annuitant issue ages 20 through 83 (may be
limited to age 78 in some states). These Certificates may not be available in
all states.

CONTRIBUTIONS UNDER THE CERTIFICATES

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

Subsequent contributions may be made in an amount of at least $1,000 at any
time up until the Certificate is within seven years of the Annuity
Commencement Date. We may refuse to accept any contributions if the sum of
all contributions under a Certificate would then total more than $1,500,000.
We may also refuse to accept any contribution if the sum of all contributions
under all Equitable annuity accumulation certificates/contracts that you own
would then total more than $2,500,000.

Contributions are credited as of the Transaction Date.

METHODS OF PAYMENT

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

Wire Transmittals

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

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

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

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

ALLOCATION OF CONTRIBUTIONS

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

Self-Directed Allocation

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

<PAGE>

bution to the Guaranteed Period Account is subject to the following
restrictions.

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

o For Annuitants ages 71 through 74, allocations may not be made to a
Guarantee Period with a maturity year that would exceed the year in
which the Annuitant will attain age 80. For Annuitants ages 75 and
above, allocations may be made only to Guarantee Periods with
maturities of five years or less; however, in no event may
allocations be made to Guarantee Periods with maturities beyond the
February 15th immediately following the Annuity Commencement Date.

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

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

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

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

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

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

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

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

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

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

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

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

The number of Accumulation Units will not vary because of any later change in
the Accumulation

<PAGE>

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

Annuity Account Value in Guaranteed Period
Account

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

TRANSFERS AMONG INVESTMENT OPTIONS

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

o Transfers are permitted to or from a Guarantee Period once per
quarter o during each Contract Year. Such transfers may be made at
any time during each quarter.

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

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

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

For telephone transfer requests, procedures have been established by
Equitable Life that are considered to be reasonable and are designed to
confirm that instructions communicated by telephone are genuine. Such
procedures include requiring certain personal identification information
prior to acting on telephone instructions and providing written confirmation.
In light of the procedures established, Equitable Life will not be liable for
following telephone instructions that it reasonably believes to be genuine.

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

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

DOLLAR COST AVERAGING

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

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

<PAGE>

will end. You may change the transfer amount once each Contract Year, or
cancel this option by sending us satisfactory notice to our Processing Office
at least seven calendar days before the next transfer date.

WITHDRAWALS

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

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

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

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

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

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

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

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

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

Withdrawal Charges

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

DEATH BENEFIT

When the Annuitant Dies

Generally, upon receipt of proof satisfactory to us of the Annuitant's death,
prior to the Annuity Commencement Date, we will pay the death benefit to

<PAGE>

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

The death benefit is equal to the sum of:

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

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

Guaranteed Minimum Death Benefit (GMDB)

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

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

(2) Interest will be calculated at the effective annual GMDB interest
rate of 6% for Annuitant issue ages 69 and under; 3% for issue ages
70 through 74; and 0% for issue ages 75 and above, except with
respect to amounts in the Money Market Fund and the Intermediate
Government Securities Fund where the interest credit will be based
on the lesser of the applicable interest rate above and the actual
rate of return for the Money Market Fund during the Contract Year
such amounts are invested. Contributions, transfers and withdrawals
during the Contract Year will be taken into account. The above
applicable GMDB interest rate will be reduced once subsequent
contributions exceed certain levels as explained in (3) below. Under
Certificates Issued Prior to July 17, 1995, Amounts In The
Intermediate Government Securities Fund Are Credited With The
Applicable GMDB Interest Rate Shown Above Rather Than The Money
Market Fund Rate.

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

<TABLE>
<CAPTION>
- ---------------------------------------------------
REDUCED GMDB INTEREST RATES

RATIO OF
CONTRIBUTIONS ON OR
AFTER THE SPECIFIED
AGE TO NET
CONTRIBUTIONS* BEFORE
THE SPECIFIED AGE
---------------------
100% MORE
SPECIFIED THROUGH THAN
ISSUE AGE AGE 250% 250%
- ------------- ------------- ----------- --------
<S> <C> <C> <C>
20-69 70 3% 0%
70-74 75 0% 0%
75+ N/A 0% 0%
</TABLE>

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

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

The GMDB interest rate may be different if there is a successor
Annuitant/Certificate Owner election at issue of the Certificate. See
"Successor Annuitant," below.

Applicable to Certificates issued in New York

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

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

<PAGE>

How Withdrawals and Transfers Affect the GMDB

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

How Payment is Made

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

Successor Annuitant

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

If you elect a successor Annuitant/Certificate Owner at issue of your
Certificate, the applicable GMDB interest rate may be higher than that
indicated in item (2) above under "Guaranteed Minimum Death Benefit (GMDB)."
If the Annuitant is between issue ages 70 and 74 (inclusive) and elects a
successor Annuitant/Certificate Owner age 74 or under, the GMDB interest rate
is 6%. If the Annuitant is over age 75 and elects a successor
Annuitant/Certificate Owner, the GMDB interest rate is based on the age of
the younger Annuitant as follows:

<TABLE>
<CAPTION>
ANNUITANT AGE OF SUCCESSOR INTEREST
ISSUE AGE ANNUITANT RATE
- --------------- ---------------- ------------
<S> <C> <C>
20 - 69 N/A 6%
70 - 74 74 and under 6%
70 - 74 75 and over 3%
75 and over 20 - 69 6%
75 and over 70 - 74 3%
75 and over 75 and over 0%
- --------------- ---------------- ------------
</TABLE>

The GMDB interest rate based on election of a successor Annuitant/Certificate
Owner is only applicable if the successor Annuitant/Certificate Owner is
elected at issue of the Certificate. This election may only be changed as a
result of a change in marital status.

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

- ------------------------------------------------------
<TABLE>
<CAPTION>
SUCCESSOR ANNUITANT/
CERTIFICATE OWNER REDUCED GMDB
INTEREST RATES

RATIO OF CONTRIBUTIONS
ON OR AFTER THE
SPECIFIED AGE (BASED
ON AGE OF YOUNGER
ANNUITANT) TO NET
CONTRIBUTIONS* BEFORE
THE SPECIFIED AGE
----------------------
YOUNGER 100%
ANNUITANT SUCCESSOR SPECIFIED THROUGH
ISSUE AGE ANNUITANT AGE AGE 250%
- ------------- --------------- ----------- ---------
<S> <C> <C> <C>
20 - 69 N/A 70 3%
70 - 74 74 and under 75 3%
70 - 74 75 and over 75 0%
75 and over 20 - 69 70 3%
75 and over 70 and over 75 0%
</TABLE>

There is no reduction in the GMDB interest rate if the
ratio is less than 100%. When the ratio is more than
250%, the GMDB interest rate is 0%.

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

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

THE GMDB INTEREST RATE BASED ON A SUCCESSOR ANNUITANT/CERTIFICATE OWNER DOES
NOT APPLY UNDER CERTIFICATES ISSUED PRIOR TO MAY 1, 1996.

WHEN THE CERTIFICATE OWNER DIES
BEFORE THE ANNUITANT

When you are not the Annuitant and you die before the Annuity Commencement
Date, the beneficiary named to receive the death benefit upon the Annuitant's
death will automatically succeed as Certifi-

<PAGE>

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

CASH VALUE

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

SURRENDERING THE CERTIFICATES TO
RECEIVE THE CASH VALUE

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

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

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

INCOME ANNUITY OPTIONS

Income annuity options provide periodic payments over a specified period of
time which may be fixed or may be based on the Annuitant's life. Annuity
forms of payment are calculated as of the Annuity Commencement Date, which is
on file with our Processing Office. You can change the Annuity Commencement
Date by writing to our Processing Office any time before the Annuity
Commencement Date. However, you may not choose a date later than the 28th day
of any month. Also, based on the issue age of the Annuitant, the Annuity
Commencement Date may not be later than (i) the Processing Date which follows
the Annuitant's 85th birthday for issue ages 74 and under; (ii) 10 years
after the Contract Date for issue ages 75 through 80; and (iii) the
Processing Date which follows the Annuitant's 90th birthday for issue ages 81
through 83. Different age ranges may apply in some states.

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

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

ANNUITY FORMS

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

The Assured Payment Plan (Life Annuity with a Period Certain) and Assured
Payment Plan (Period Certain) are described in our prospectus for the Assured
Payment Plan, dated May 1, 1996. Copies are available from your registered
representative.

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

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

<PAGE>

WHEN PAYMENTS ARE MADE

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

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

ASSIGNMENT

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

DISTRIBUTION OF THE CERTIFICATES

As the distributor of the Certificates, Equitable Distributors, Inc. (EDI),
an indirect wholly owned subsidiary of Equitable Life, has responsibility for
sales and marketing functions for the Certificates. EDI also serves as the
principal underwriter of the Separate Account under the 1940 Act. EDI is
registered with the SEC as a broker-dealer under the Exchange Act and is a
member of the National Association of Securities Dealers, Inc. EDI's
principal business address is 787 Seventh Avenue, New York, New York 10019.
For 1995, EDI was paid a fee of $126,914 for its services under its
"Distribution Agreement" with Equitable Life and the Separate Account.

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

<PAGE>

PART 6: DEDUCTIONS AND CHARGES

CHARGES DEDUCTED FROM THE
ANNUITY ACCOUNT VALUE

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

Distribution Fee

Withdrawal Charge

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

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

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

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

Free Corridor Amount

The free corridor amount is 15% of the Annuity Account Value at the
beginning of the Contract Year minus any amount previously withdrawn
during that Contract Year.

Any withdrawal requested that exceeds the free corridor amount will be
subject to the withdrawal charge. The 15% free corridor amount is not
applicable to a surrender.

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

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

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

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

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

<PAGE>

Transfer Charge

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

Guaranteed Minimum Death Benefit Charge

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

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

Annual Contract Fee

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

Charges for State Premium and Other Applicable Taxes

We deduct a charge for applicable taxes, such as state or local premium
taxes, that might be imposed in your state. Generally we deduct this charge
from the amount applied to provide an income annuity option. In certain
states, however, we may deduct the charge for taxes from contributions. The
current tax charge that might be imposed varies by state and ranges from 0%
to 3.5% (the rate is 1% in Puerto Rico and 5% in the Virgin Islands).

Allocation of Certain Charges to the
Guaranteed Period Account

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

CHARGES DEDUCTED FROM THE
INVESTMENT FUNDS

Mortality and Expense Risk Charge

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

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

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

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

Asset Based Administrative Charge

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

TRUST CHARGES TO PORTFOLIOS

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

<PAGE>

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

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

FIRST $500 NEXT $500 OVER $1
MILLION MILLION BILLION
----------- ----------- -----------
EQUITY SERIES:
Growth & Income ........... .550% .525% .500%

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

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

GROUP OR SPONSORED ARRANGEMENTS

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

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

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

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

OTHER DISTRIBUTION ARRANGEMENTS

The distribution fee, the withdrawal charge and the annual contract fee may
be reduced or eliminated when sales are made in a manner that results in
savings of sales and administrative expenses, such as sales through persons
who are compensated by clients for recommending investments and receive no
commission or reduced commissions in connection with the sale of the
Certificates. In no event will a reduction or elimination of a fee or charge
be permitted where it would be unfairly discriminatory.

<PAGE>

PART 7: VOTING RIGHTS

TRUST VOTING RIGHTS

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

o to elect the Trust's Board of Trustees,

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

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

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

Each Trust share is entitled to one vote. Fractional shares will be counted.
Voting generally is on a Portfolio-by-Portfolio basis except that shares will
be voted on an aggregate basis when universal matters, such as election of
Trustees and ratification of independent auditors, are voted upon. However,
if the Trustees determine that shareholders in a Portfolio are not affected
by a particular matter, then such shareholders generally would not be
entitled to vote on that matter.

VOTING RIGHTS OF OTHERS

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

SEPARATE ACCOUNT VOTING RIGHTS

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

CHANGES IN APPLICABLE LAW

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

<PAGE>

PART 8: TAX ASPECTS OF THE CERTIFICATES

This prospectus generally covers our understanding of the current Federal
income tax rules that apply to an annuity purchased with after-tax dollars
(non- qualified annuity).

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

TAX CHANGES

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

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

TAXATION OF NON-QUALIFIED ANNUITIES

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

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

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

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

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

The taxable portion of a distribution is treated as ordinary income and is
subject to income tax withholding. See "Federal and State Income Tax
Withholding" below. In addition, a penalty tax of 10% applies to the taxable
portion of a distribution unless the distribution is (1) made on or after the
date the taxpayer attains age 59 1/2 , (2) made on or after your death, (3)
attributable to the disability of the taxpayer, (4) part of a series of
substantially equal installments as an annuity for the life (or life
expectancy) of the taxpayer or the joint lives (or joint life expectancies)
of the taxpayer and a beneficiary, or (5) with respect to income allocable to
amounts contributed to an annuity certificate or contract prior to August 14,
1982 which are transferred to the Certificate in a tax-free exchange.

<PAGE>

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

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

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

FEDERAL AND STATE INCOME TAX
WITHHOLDING

Equitable Life is required to withhold Federal income tax on the taxable
portion of annuity payments, unless the recipient elects not to be subject to
income tax withholding. The rate of withholding will depend on the type of
distribution and, in certain cases, the amount of the distribution. Special
withholding rules apply to foreign recipients and United States citizens
residing outside the United States. If a recipient does not have sufficient
income tax withheld or does not make sufficient estimated income tax
payments, however, the recipient may incur penalties under the estimated
income tax rules. Recipients should consult their tax advisers to determine
whether they should elect out of withholding. Requests not to withhold
Federal income tax must be made in writing prior to receiving benefits under
the Certificate. Our Processing Office will provide forms for this purpose.
No election out of withholding is valid unless the recipient provides us with
the correct taxpayer identification number and a United States residence
address.

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

Periodic payments are generally subject to wage- bracket type withholding (as
if such payments were payments of wages by an employer to an employee) unless
the recipient elects no withholding. If a recipient does not elect out of
withholding or does not specify the number of withholding exemptions,
withholding will generally be made as if the recipient is married and
claiming three withholding exemptions. There is an annual threshold of
taxable income from periodic annuity payments which is exempt from
withholding based on this assumption. For 1996, a recipient of periodic
payments (e.g., monthly or annual payments) which total less than a $14,075
taxable amount will generally be exempt from Federal income tax withholding,
unless the recipient specifies a different choice of withholding exemption. A
withholding election may be revoked at any time and remains effective until
revoked. If a recipient fails to provide a correct taxpayer identification
number, withholding is made as if the recipient is single with no exemptions.

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

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

OTHER WITHHOLDING

As a general rule, if death benefits are payable to a person two or more
generations younger than you, a Federal generation skipping tax may be
payable with respect to the benefit at rates similar to the maximum estate
tax rate in effect at the time. The generation skipping tax provisions
generally apply to transfers which would also be subject to the gift and
estate tax rules. Individuals are generally allowed an aggregate generation
skipping tax exemption of $1 million. Because these rules are complex, you
should consult with your tax adviser for specific information, especially
where benefits are passing to younger generations, as opposed to a spouse or
child.

<PAGE>

If we believe a benefit may be subject to generation skipping tax we may be
required to withhold for such tax unless we receive acceptable written
confirmation that no such tax is payable.

SPECIAL RULES FOR CERTIFICATES ISSUED IN PUERTO RICO

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

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

IMPACT OF TAXES TO EQUITABLE LIFE

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

TRANSFERS AMONG INVESTMENT OPTIONS

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

<PAGE>

PART 9: KEY FACTORS IN RETIREMENT PLANNING

INTRODUCTION

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

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

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

The source of the data used by us to compile the charts which appear in this
Part 9 (other than charts 1, 2, 3, 4 and 7) is Ibbotson Associates, Inc.
Chicago. Stocks, Bonds, Bills and Inflation 1996 Yearbook (TM). All rights
reserved.

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

INFLATION

Inflation erodes purchasing power. This means that, in an inflationary
period, the dollar is worth less as time passes. Because many people live on
a fixed income during retirement, inflation is of particular concern to them.
The charts that follow illustrate the detrimental impact of inflation over an
extended period of time. Between 1965 and 1995, the average annual inflation
rate was 5.39%. As demonstrated in Chart 1, this 5.39% annual rate of
inflation would cause the purchasing power of $35,000 to decrease to only
$7,246 after 30 years.

In Chart 2, the impact of inflation is examined from another perspective.
Specifically, the chart illustrates the additional income needed to maintain
the purchasing power of $35,000 over a thirty year period. Again, the
1965-1995 historical inflation rate of 5.39% is used. In this case, an
additional $134,064 would be required to maintain the purchasing power of
$35,000 after 30 years.

CHART 1

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

Today -- $35,000
10 years -- $20,705
20 years -- $12,248
30 years -- $ 7,246

[END OF GRAPHICALLY REPRESENTED DATA]

CHART 2

ANNUAL INCOME NEEDED

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

Today -- $ 35,000
10 years -- $ 59,165
20 years -- $100,013
30 years -- $169,064

[END OF GRAPHICALLY REPRESENTED DATA]

INCREASE NEEDED: 24,165 $65,013 $134,064

<PAGE>

STARTING EARLY

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

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

CHART 3

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

30 ................. $414,551
40 ................. $182,691
50 ................. $ 70,193
BLACK - Age 30 GRAY - Age 40 DOTTED - Age 50

[END OF GRAPHICALLY REPRESENTED DATA]

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

TABLE 1

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

</TABLE>

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

CHART 4

GOAL: $250,000 BY AGE 65

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

$ 93 a Month ............. 30 $39,265 $210,735
$212 a Month ............. 40 $63,641 $186,359
$552 a Month ............. 50 $99,383 $150,617

BLACK - Net Cost
WHITE - Tax-Deferred Earnings at 7.5%

[END OF GRAPHICALLY REPRESENTED DATA]

TAX-DEFERRAL

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

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

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

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

<PAGE>

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

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

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

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

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

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

INVESTMENT OPTIONS

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

During the 1965-1995 period, common stock average annual returns outperformed
the average annual returns of fixed investments such as long-term government
bonds and Treasury Bills (T-Bills). See "Notes" below. Common stocks earned
an average annual return of 10.68% over this period, in contrast to 6.72% and
7.92% for the other two investment categories. Significantly, common stock
returns also outpaced inflation which grew at 5.39% over this period.

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

The chart assumes that a $20,000 fixed investment was made on January 1,
1980. If the interest on that investment were to accumulate based upon the
return of the S&P 500, the total investment would have been worth $131,033 in
1995. Had the interest been reinvested in the fixed investment, the fixed
investment would have grown to $62,379. As illustrated in Chart 5,
significant opportunities for growth exist while preserving principal. See
"Notes" below.

CHART 5

$131,033 with Interest Exposed to Stock Market (S&P 500)

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

Market Value Market Value
Month of S&P 500 If 100% in
Ending & Fixed Acct 3 Mo. T-Bill

1980 J 20,160 20,160
F 20,338 20,339
M 20,547 20,586
A 20,823 20,845
M 21,031 21,014
J 21,183 21,142
J 21,369 21,254
A 21,515 21,390
S 21,708 21,550
O 21,930 21,755
N 22,333 21,964
D 22,522 22,252

1981 J 22,619 22,483
F 22,888 22,724
M 23,239 22,999
A 23,386 23,247
M 23,637 23,514
J 23,878 23,832
J 24,129 24,127
A 24,156 24,436
S 24,196 24,739
O 24,659 25,039
N 25,079 25,306
D 25,118 25,527
1982 J 25,195 25,731
F 25,113 25,968
M 25,278 26,222
A 25,722 26,518
M 25,770 26,799
J 25,861 27,057
J 25,945 27,341
A 26,850 27,549
S 27,028 27,689
O 27,937 27,852
N 28,411 28,028
D 28,690 28,216
1983 J 29,131 28,410
F 29,492 28,587
M 29,965 28,767
A 30,862 28,971
M 30,943 29,171
J 31,495 29,366
J 31,284 29,584
A 31,627 29,808
S 31,938 30,035
O 31,930 30,263
N 32,348 30,475
D 32,418 30,698
1984 J 32,490 30,931
F 32,222 31,150
M 32,577 31,378
A 32,826 31,632
M 32,297 31,879
J 32,719 32,118
J 32,701 32,381
A 34,295 32,650
S 34,470 32,931
O 34,708 33,260
N 34,705 33,503
D 35,205 33,717
1985 J 36,503 33,936
F 36,845 34,133
M 37,000 34,345
A 37,089 34,592
M 38,272 34,820
J 38,673 35,012
J 38,748 35,229
A 38,744 35,423
S 38,262 35,635
O 39,208 35,867
N 40,706 36,086
D 41,803 36,320
1986 J 42,011 36,524
F 43,792 36,717
M 45,230 36,938
A 45,021 37,130
M 46,493 37,312
J 47,036 37,506
J 45,602 37,701
A 47,609 37,874
S 45,430 38,045
O 46,935 38,220
N 47,703 38,369
D 47,070 38,557

1987 J 50,789 38,719
F 52,147 38,885
M 53,115 39,068
A 52,912 39,240
M 53,327 39,389
J 55,086 39,578
J 56,925 39,760
A 58,441 39,947
S 57,685 40,127
O 49,695 40,367
N 47,333 40,509
D 49,428 40,667
1988 J 50,743 40,785
F 52,280 40,972
M 51,393 41,152
A 51,824 41,342
M 52,174 41,553
J 53,765 41,756
J 53,732 41,969
A 52,733 42,217
S 54,245 42,478
O 55,302 42,738
N 54,915 42,981
D 55,673 43,252
1989 J 58,362 43,490
F 57,529 43,755
M 58,548 44,048
A 60,672 44,343
M 62,465 44,694
J 62,377 45,011
J 66,323 45,326
A 67,365 45,662
S 67,310 45,958
O 66,344 46,271
N 67,446 46,590
D 68,687 46,874
1990 J 65,533 47,142
F 66,234 47,410
M 67,578 47,714
A 66,541 48,043
M 71,214 48,370
J 70,982 48,674
J 70,955 49,005
A 66,481 49,329
S 64,314 49,625
O 64,286 49,962
N 67,252 50,247
D 68,667 50,548
1991 J 70,922 50,811
F 74,664 51,055
M 76,053 51,280
A 76,316 51,552
M 78,820 51,794
J 76,216 52,011
J 78,945 52,266
A 80,422 52,507
S 79,523 52,748
O 80,405 52,970
N 78,042 53,176
D 84,752 53,378
1992 J 83,616 53,560
F 84,486 53,710
M 83,290 53,892
A 85,196 54,065
M 85,604 54,216
J 84,717 54,390
J 87,387 54,558
A 86,078 54,700
S 86,890 54,842
O 87,176 54,969
N 89,486 55,095
D 90,453 55,249
1993 J 91,013 55,376
F 92,016 55,498
M 93,614 55,637
A 91,858 55,770
M 93,843 55,893
J 94,136 56,033
J 93,836 56,167
A 96,699 56,308
S 96,183 56,454
O 97,774 56,578
N 97,093 56,720
D 98,087 56,850

1994 J 100,753 56,992
F 98,615 57,112
M 95,249 57,266
A 96,281 57,421
M 97,589 57,605
J 95,734 57,783
J 98,297 57,945
A 101,558 58,159
S 99,666 58,375
O 101,566 58,596
N 98,647 58,813
D 99,883 59,072

1995 J 102,044 59,320
F 105,307 59,557
M 107,925 59,831
A 110,571 60,095
M 114,257 60,419
J 116,566 60,703
J 119,871 60,976
A 120,235 61,263
S 124,521 61,526
O 124,249 61,816
N 128,920 62,075
D 131,033 63,379

$62,379 Without Interest Exposed to Stock Market
(S&P 500)

[END OF GRAPHICALLY REPRESENTED DATA]

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

<PAGE>

would have grown to $139,695 in 1995. In contrast, had the principal not been
transferred, the fixed investment would have grown to $62,379. See "Notes"
below.

CHART 6

$139,695 with Principal Transfer

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

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

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

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

1992 J 90106 53560
F 91047 53710
M 89770 53892
A 91798 54065
M 92244 54216
J 91302 54390
J 94130 54558
A 92765 54700
S 93626 54842
O 93940 54969
N 96377 55095
D 97388 55249
1993 J 97994 55376
F 99055 55498
M 100732 55637
A 98899 55770
M 100989 55893
J 101297 56033
J 100991 56167
A 103992 56308
S 103458 56454
O 105136 56578
N 104425 56720
D 105474 56850
1994 J 108259 56992
F 106046 57112
M 102533 57266
A 103617 57421
M 104976 57605
J 103062 57783
J 105741 57945
A 109118 58159
S 107170 58375
O 109151 58596
N 106146 58813
D 107426 59072
1995 J 109681 59320
F 113071 59557
M 115775 59831
A 118526 60095
M 122319 60419
J 124733 60703
J 128155 60976
A 128547 61263
S 132973 61526
O 132710 61816
N 137525 62075
D 139695 62379

$62,379 Without Principal Transfer

[END OF GRAPHICALLY REPRESENTED DATA]

NOTES

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

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

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

THE BENEFIT OF ANNUITIZATION

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

CHART 7
MONTHLY INCOME
($100,000 CONTRIBUTION)

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

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

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

<PAGE>

PART 10: INDEPENDENT ACCOUNTANTS

The consolidated financial statements and consolidated financial statement
schedules of Equitable Life for the years ended December 31, 1995 and 1994
included in Equitable Life's Annual Report on Form 10-K, incorporated by
reference in the prospectus, have been examined by Price Waterhouse LLP,
independent accountants, whose reports thereon are incorporated herein by
reference. Such consolidated financial statements and consolidated financial
statement schedules have been incorporated herein by reference in reliance
upon the reports of Price Waterhouse LLP given upon their authority as
experts in accounting and auditing.

<PAGE>

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

The example below shows how the market value adjustment would be determined
and how it would be applied to a withdrawal, assuming that $100,000 were
allocated on February 15, 1997 to a Guarantee Period with an Expiration Date
of February 15, 2006 at a Guaranteed Rate of 7.00% resulting in a Maturity
Value at the Expiration Date of $183,846, and further assuming that a
withdrawal of $50,000 were made on February 15, 2001.

<TABLE>
<CAPTION>
ASSUMED
GUARANTEED RATE ON
FEBRUARY 15, 2001
----------------------
5.00% 9.00%
---------- ----------
<S> <C> <C>
As of February 15, 2001 (Before Withdrawal)
- -------------------------------------------
(1) Present Value of Maturity Value, also
Annuity Account Value .................. $144,048 $119,487

(2) Guaranteed Period Amount ............... 131,080 131,080

(3) Market Value Adjustment: (1)-(2) ...... 12,968 (11,593)

February 15, 2001 (After Withdrawal)
- -------------------------------------------
(4) Portion of (3) Associated
with Withdrawal: (3) x [$50,000 / (1)] . $ 4,501 $ (4,851)

(5) Reduction in Guaranteed
Period Amount: [$50,000-(4)] ........... 45,499 54,851

(6) Guaranteed Period Amount: (2)-(5) ..... 85,581 76,229

(7) Maturity Value ......................... 120,032 106,915

(8) Present Value of (7), also
Annuity Account Value .................. 94,048 69,487
</TABLE>

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

<PAGE>

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

Under the Certificates the death benefit is equal to the sum of:

(1) the Annuity Account Value in the Investment Funds, or, if greater,
the GMDB (see "Guaranteed Minimum Death Benefit (GMDB)" in Part 5);
and

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

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

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

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

NON-NEW YORK

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

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

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

NEW YORK

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

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

<PAGE>

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

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

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

Where:

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

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

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

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

Example:

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

(A) = $133,823

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

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

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

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

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

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

HOW TO OBTAIN AN ACCUMULATOR STATEMENT OF ADDITIONAL
INFORMATION

Send this request form to:
Equitable Life
Income Management Group
P.O. Box 1547
Secaucus, NJ 07096-1547

Please send me an Accumulator SAI:

---------------------------------------------------------
Name

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

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

<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration File No.: 33-88456
INCOME MANAGER(Service Mark)
PROSPECTUS FOR ROLLOVER IRA
AND CHOICE INCOME PLAN

DATED MAY 1, 1996
-----------------
COMBINATION VARIABLE AND FIXED DEFERRED ANNUITY CERTIFICATES
Issued By:
The Equitable Life Assurance Society of the United States
- --------------------------------------------------------------------------------
This prospectus describes individual retirement annuity (IRA) certificates
The Equitable Life Assurance Society of the United States (EQUITABLE LIFE,
WE, OUR and US) offers under a combination variable and fixed deferred
annuity contract (ROLLOVER IRA) issued on a group basis or as individual
contracts. Enrollment under a group contract will be evidenced by issuance of
a certificate. Certificates and individual contracts each will be referred to
as "Certificates." Under the Rollover IRA we will accept only initial
contributions that are rollover contributions or that are direct transfers
from other individual retirement arrangements, as described in this
prospectus. A minimum initial contribution of $10,000 is required to put a
Certificate into effect.

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

The Rollover IRA offers investment options (INVESTMENT OPTIONS) that permit
you to create your own strategies. These Investment Options include 9
variable investment funds (INVESTMENT FUNDS) and each GUARANTEE PERIOD in the
GUARANTEED PERIOD ACCOUNT.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Investment Funds
- ------------------------------------------------------------------------------ Guarantee Periods
Asset Allocation Series: Equity Series: Fixed Income Series: Expiration Dates:
- ---------------------------- ---------------------- ------------------------ ---------------------
o Conservative Investors o Growth & Income o Money Market February 15,
o Growth Investors o Common Stock o Intermediate o 1997 through 2006
o Global Government
o International Securities o 1997 through 2011
o Aggressive Stock
</TABLE>
We invest each Investment Fund in shares of a corresponding portfolio
(PORTFOLIO) of The Hudson River Trust (TRUST), a mutual fund whose shares are
purchased by separate accounts of insurance companies. The prospectus for the
Trust, which accompanies this prospectus, describes the investment
objectives, policies and risks of the Portfolios.

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

THE CERTIFICATES ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE
NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED.
THEY ARE SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL INVESTED.
- --------------------------------------------------------------------------------
Copyright 1996
The Equitable Life Assurance Society of the United States, New York, New York
10019.
All rights reserved.

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Equitable Life's Annual Report on Form 10-K for the year ended December
31, 1995 is incorporated herein by reference.

<PAGE>

PROSPECTUS TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
GENERAL TERMS PAGE 4

FEE TABLE PAGE 6
Condensed Financial Information 8

PART 1: SUMMARY PAGE 9
What is the Rollover IRA? 9
Investment Options 9
Contributions 9
Transfers 9
Free Look Period 9
Services We Provide 9
Death Benefits 10
Surrendering the Certificates 10
Distribution Methods 10
Taxes 11
Deductions from Annuity
Account Value 11
Deductions from Investment Funds 11
Trust Charges to Portfolios 11

PART 2: EQUITABLE LIFE, THE SEPARATE
ACCOUNT AND THE INVESTMENT FUNDS PAGE 12
Equitable Life 12
Separate Account No. 45 12
The Trust 12
The Trust's Investment Adviser 13
Investment Policies and Objectives of
the Trust's Portfolios 14

PART 3: INVESTMENT PERFORMANCE PAGE 15
Performance Data for a Certificate 15
Rate of Return Data for Investment
Funds 16
Communicating Performance Data 19
Money Market Fund and Intermediate
Government Securities Fund Yield
Information 20

PART 4: THE GUARANTEED PERIOD ACCOUNT PAGE 21
Guarantee Periods 21
Market Value Adjustment for Transfers,
Withdrawals or Surrender Prior to the
Expiration Date 22
Modal Payment Portion 23
Death Benefit Amount 23
Investments 23

PART 5: PROVISIONS OF THE CERTIFICATES
AND SERVICES WE PROVIDE PAGE 25
Availability of the Certificates 25
Contributions Under the Certificates 25
Methods of Payment 25
Allocation of Contributions 26
Free Look Period 26
Annuity Account Value 27
Transfers Among Investment Options 27
Dollar Cost Averaging 28
Death Benefit 28
Cash Value 29
Surrendering the Certificates to
Receive the Cash Value 29
When Payments are Made 30
Assignment 30
Distribution of the Certificates 30

PART 6: DISTRIBUTION METHODS UNDER THE
CERTIFICATES PAGE 31
IRA Assured Payment Option 31
IRA APO Plus 35
Withdrawals 36
Income Annuity Options 39

PART 7: DEDUCTIONS AND CHARGES PAGE 40
Charges Deducted from the Annuity
Account Value 40
Charges Deducted from the Investment
Funds 41
Trust Charges to Portfolios 41
Sponsored Arrangements 42
Other Distribution Arrangements 42

PART 8: VOTING RIGHTS PAGE 43
Trust Voting Rights 43
Voting Rights of Others 43
Separate Account Voting Rights 43
Changes in Applicable Law 43

PART 9: TAX ASPECTS OF THE CERTIFICATES PAGE 44
Tax-Qualified Individual Retirement
Annuities (IRAs) 44
Penalty Tax on Early Distributions 49
Tax Penalty for Insufficient
Distributions 49
Tax Penalty for Excess Distributions or
Accumulation 49
Federal and State Income Tax
Withholding 49
Other Withholding 50
Impact of Taxes to Equitable Life 50
Transfers Among Investment Options 50
Tax Changes 50

PART 10: INDEPENDENT ACCOUNTANTS PAGE 51

APPENDIX I: MARKET VALUE ADJUSTMENT EXAMPLE PAGE 52

APPENDIX II: GUARANTEED MINIMUM DEATH
BENEFIT (GMDB) EXAMPLE PAGE 53

APPENDIX III: GMDB SPECIAL ADJUSTMENT PAGE 54

APPENDIX IV: EXAMPLE OF PAYMENTS UNDER
THE IRA ASSURED PAYMENT OPTION AND
IRA APO PLUS PAGE 55

APPENDIX V: IRS TAX DEDUCTION TABLE PAGE 56

STATEMENT OF ADDITIONAL INFORMATION TABLE OF
CONTENTS PAGE 57
</TABLE>

<PAGE>

GENERAL TERMS

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

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

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

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

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

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

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

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

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

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

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

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

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

GUARANTEED PERIOD ACCOUNT--The Account that contains the Guarantee Periods
and the Modal Payment Portion of such Account.

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

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

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

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

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

IRA APO PLUS--A distribution option which provides guaranteed lifetime
income. IRA APO Plus may be elected in the application or as a distribution
option at a later date. Under this option amounts are allocated to the
Guaranteed Period Account, the Life Contingent Annuity and to the Investment
Funds. The amount in the Investment Funds is then systematically converted to
increase the guaranteed lifetime income.

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

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

MODAL PAYMENT PORTION--Under the IRA Assured Payment Option and IRA APO Plus,
the portion of the Guaranteed Period Account from which payments, other than
payments due on an Expiration Date, are made.

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

PROCESSING DATE--The day when we deduct certain charges from the Annuity
Account Value. If the

<PAGE>

Processing Date is not a Business Day, it will be on the next succeeding
Business Day. The Processing Date will be once each year on each anniversary
of the Contract Date.

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

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

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

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

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

<PAGE>

FEE TABLE

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

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

OWNER TRANSACTION EXPENSES (DEDUCTED FROM ANNUITY ACCOUNT VALUE)

<TABLE>
<CAPTION>
<S> <C>
DISTRIBUTION FEE (SALES LOAD) AS A PERCENTAGE OF EACH CONTRIBUTION RECEIVED DURING THE FIRST
CONTRACT Year (deducted annually on each of the first seven Processing Dates)(1) .................... 0.20%
</TABLE>

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

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

<TABLE>
<CAPTION>
<S> <C>
Transfer Charge (3) ............................................................................ $0.00
Guaranteed Minimum Death Benefit Charge (percentage deducted annually on each Processing Date
as a percentage of the guaranteed minimum death benefit then in effect)(4) .................... 0.20%

ANNUAL CONTRACT FEE (DEDUCTED FROM ANNUITY ACCOUNT VALUE ON EACH PROCESSING DATE)(5)
- -----------------------------------------------------------------------------------------------
If the initial contribution is less than $25,000 .............................................. $30
If the initial contribution is $25,000 or more ................................................ $0

SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF ASSETS IN EACH INVESTMENT FUND)
- -----------------------------------------------------------------------------------------------
Mortality and Expense Risk Charge .............................................................. 0.90%
Asset Based Administrative Charge .............................................................. 0.25%
-------
Total Separate Account Annual Expenses ........................................................ 1.15%
=======
</TABLE>

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

<TABLE>
<CAPTION>
INTERMEDIATE
AGGRESSIVE MONEY GOVT.
INTERNATIONAL STOCK MARKET SECURITIES
--------------- ------------ -------- --------------
<S> <C> <C> <C> <C>
Investment Advisory Fee 0.90% 0.46% 0.40% 0.50%
Other Expenses 0.13% 0.03% 0.04% 0.07%
--------------- ------------ -------- --------------
TOTAL TRUST ANNUAL EXPENSES(6) 1.03% 0.49% 0.44% 0.57%
=============== ============ ======== ==============
</TABLE>

<PAGE>

- ------------
Notes:

(1)The amount deducted is based on contributions that have not been
withdrawn. The distribution fee will not apply while the IRA Assured
Payment Option or IRA APO Plus is in effect. See "Part 7: Deductions and
Charges," "Distribution Fee." Under Certificates issued prior to May 1,
1996, the distribution fee is 0%.

(2)Deducted upon a withdrawal with respect to amounts in excess of the 15%
(10% under the IRA Assured Payment Option and IRA APO Plus) free
corridor amount, and upon a surrender. See "Part 7: Deductions and
Charges," "Withdrawal Charge."

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

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

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

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

EXAMPLES

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- --------- --------- ----------
<S> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $90.65 $121.66 $155.07 $266.33
Growth Investors 90.36 120.76 153.56 263.26
EQUITY SERIES:
Growth & Income 90.75 121.96 155.58 267.36
Common Stock 88.57 115.35 144.45 244.62
Global 90.85 122.27 156.09 268.38
International 95.03 134.82 177.05 310.42
Aggressive Stock 89.66 118.65 150.02 256.04
FIXED INCOME SERIES:
Money Market 89.16 117.15 147.48 250.85
Intermediate Government
Securities 90.46 121.06 154.06 264.27
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- --------- --------- ----------
<S> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $24.77 $76.04 $129.75 $269.91
Growth Investors 24.48 75.15 128.24 266.84
EQUITY SERIES:
Growth & Income 24.87 76.34 130.25 270.93
Common Stock 22.69 69.72 119.11 248.19
Global 24.97 76.64 130.75 271.94
International 29.15 89.21 151.74 314.02
Aggressive Stock 23.78 73.04 124.70 259.62
FIXED INCOME SERIES:
Money Market 23.28 71.53 122.16 254.45
Intermediate Government
Securities 24.58 75.45 128.74 267.85
<FN>
- ------------
Notes:

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

CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT VALUES

Equitable Life commenced the offering of the Certificates on May 1, 1995. The
following table shows the Accumulation Unit Values, as of May 1, 1995 and the
last Business Day for the periods shown.

<TABLE>
<CAPTION>
LAST BUSINESS DAY OF
-----------------------------
MAY 1, 1995 DECEMBER 1995 MARCH 1996
------------- --------------- ------------
<S> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $ 14.647383 $ 16.549050 $ 16.173096
Growth Investors 20.073331 23.593613 23.915983
EQUITY SERIES:
Growth & Income 10.376155 11.989601 12.223906
Common Stock 102.335691 124.519251 129.576942
Global 19.478146 22.293921 23.053487
International 10.125278 11.033925 11.330624
Aggressive Stock 44.025496 54.591448 60.791588
FIXED INCOME SERIES:
Money Market 23.150932 23.830754 24.060696
Intermediate Govt.
Securities 12.498213 13.424767 13.280243
</TABLE>

<PAGE>

PART 1: SUMMARY

WHAT IS THE ROLLOVER IRA?

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

The Rollover IRA and/or the IRA Assured Payment Option and IRA APO Plus may
not be available in all states. These Certificates are not available in
Puerto Rico.

INVESTMENT OPTIONS

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

INVESTMENT FUNDS

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

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

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

GUARANTEE PERIODS

o Guarantee Periods maturing in each of calendar years 1997 through 2006.

o Guarantee Periods maturing in 1997 through 2011 under the IRA Assured
Payment Option and IRA APO Plus.

CONTRIBUTIONS

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

o Subsequent contributions may be made in an amount of at least $1,000.
Subsequent contributions must not exceed $2,000 for any taxable year,
except for additional rollover contributions or direct transfers, both
of which are unlimited.

TRANSFERS

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

FREE LOOK PERIOD

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

SERVICES WE PROVIDE

O REGULAR REPORTS

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

o Three additional reports of your Certificate values each year;

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

o Written confirmation of financial transactions.

<PAGE>

O TOLL-FREE TELEPHONE SERVICES

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

O PROCESSING OFFICE

o FOR CONTRIBUTIONS SENT BY REGULAR MAIL:

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

o FOR CONTRIBUTIONS SENT BY EXPRESS MAIL:

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

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

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

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

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

DEATH BENEFITS

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

SURRENDERING THE CERTIFICATES

DISTRIBUTION METHODS

IRA ASSURED PAYMENT OPTION

The IRA Assured Payment Option provides guaranteed lifetime income. You may
elect to receive payments on a monthly, quarterly or annual basis during a
fixed period. Payments during the fixed period represent distributions of the
Maturity Values of serially maturing Guarantee Periods on their Expiration
Dates or, distributions from amounts in the Modal Payment Portion of the
Guaranteed Period Account. During the fixed period you can take withdrawals
from your Annuity Account Value. After the fixed period ends, payments are
made out of the Life Contingent Annuity.

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

A $2.50 charge will be deducted from each payment made on a monthly or
quarterly basis.

IRA APO PLUS

IRA APO Plus is a variation of the IRA Assured Payment Option. IRA APO Plus
enables you to keep a portion of your Annuity Account Value in the Investment
Funds while periodically converting such Annuity Account Value to increase
the guaranteed lifetime income under the IRA Assured Payment Option. When you
elect IRA APO Plus, a portion of your initial contribution or Annuity Account
Value, as applicable, is allocated to the IRA Assured Payment Option to
provide a minimum guaranteed lifetime income, and the remaining contribution
or Annuity Account Value is allocated to the Investment Funds. Every three
years during the fixed period, a portion of the remaining Annuity Account
Value in the Investment Funds is applied to increase the guaranteed payments
under the IRA Assured Payment Option.

WITHDRAWALS

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

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

<PAGE>

o Periodic Withdrawals--You may also withdraw funds under our Periodic
Withdrawal option, where the minimum withdrawal amount is $250. These
withdrawals are available if you are age 59 1/2 to 70 1/2 .

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

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

INCOME ANNUITY OPTIONS

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

TAXES

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

DEDUCTIONS FROM ANNUITY
ACCOUNT VALUE

Distribution Fee

UNDER CERTIFICATES ISSUED PRIOR TO MAY 1, 1996, THERE IS NO DISTRIBUTION FEE.

Withdrawal Charge

A withdrawal charge will be imposed as a percentage of the initial and each
subsequent contribution if (i) a Lump Sum Withdrawal or cumulative
withdrawals during a Contract Year exceed the free corridor amount, or (ii)
the Certificate is surrendered. The free corridor amount is 15% under the
Rollover IRA and 10% under the IRA Assured Payment Option and IRA APO Plus.
We determine the withdrawal charge separately for each contribution in
accordance with the table below.

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

Guaranteed Minimum Death Benefit Charge

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

Annual Contract Fee

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

Charges for State Premium and Other
Applicable Taxes

Generally, we deduct a charge for premium and other applicable taxes from the
Annuity Account Value on the Annuity Commencement Date. The current tax
charge that might be imposed varies by state and ranges from 0 to 2.25%.

DEDUCTIONS FROM INVESTMENT FUNDS

Mortality and Expense Risk Charge

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

Asset Based Administrative Charge

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

TRUST CHARGES TO PORTFOLIOS

<PAGE>

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

EQUITABLE LIFE

Equitable Life is a wholly owned subsidiary of The Equitable Companies
Incorporated (the Holding Company). The largest stockholder of the Holding
Company is AXA S.A. AXA beneficially owns 60.6% of the outstanding common
stock of the Holding Company plus 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, a French company, is the holding company for an international
group of insurance and related financial service companies.

Equitable Life, the Holding Company and their subsidiaries managed
approximately $195.3 billion of assets as of December 31, 1995.

SEPARATE ACCOUNT NO. 45

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

THE TRUST

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

<PAGE>

tual fund. As a "series" type of mutual fund, it issues several different
series of stock, each of which relates to a different Portfolio of the Trust.
The Trust commenced operations in January 1976 with a predecessor of its
Common Stock Portfolio. The Trust does not impose a sales charge or "load"
for buying and selling its shares. All dividend distributions to the Trust
are reinvested in full and fractional shares of the Portfolio to which they
relate. More detailed information about the Trust, its investment objectives,
policies, restrictions, risks, expenses and all other aspects of its
operations appears in its prospectus which accompanies this prospectus or in
its statement of additional information.

THE TRUST'S INVESTMENT ADVISER

Alliance's main office is located at 1345 Avenue of the Americas, New York,
New York 10105.

<PAGE>

INVESTMENT POLICIES AND OBJECTIVES OF THE TRUST'S PORTFOLIOS

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

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

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

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

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

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

<PAGE>

PART 3: INVESTMENT PERFORMANCE

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

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

PERFORMANCE DATA FOR A CERTIFICATE

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

GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1995

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
----------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
FUND YEAR YEARS YEARS YEARS INCEPTION*
- ---------------------- -------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors $1,117 $1,166 $1,462 -- $ 1,582
Growth Investors 1,176 1,292 2,009 -- 2,271
EQUITY SERIES:
Growth & Income 1,154 -- -- -- 1,128
Common Stock 1,236 1,491 2,099 $3,511 11,701
Global 1,102 1,525 1,952 -- 2,120
International -- -- -- -- 1,030
Aggressive Stock 1,228 1,357 2,453 -- 5,250
</TABLE>

<PAGE>

GROWTH OF $1,000 UNDER A CERTIFICATE SURRENDERED ON DECEMBER 31, 1995
(CONTINUED)

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
---------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
FUND YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- ------- -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
FIXED INCOME SERIES:
Money Market $ 972 $1,026 $1,111 $1,516 $2,231
Intermediate Govt. Securities 1,047 1,089 -- -- 1,278
</TABLE>

- ------------
* See footnote below.

AVERAGE ANNUAL TOTAL RETURN UNDER A CERTIFICATE SURRENDERED ON
DECEMBER 31, 1995

<TABLE>
<CAPTION>
LENGTH OF INVESTMENT PERIOD
--------------------------------------------------
INVESTMENT ONE THREE FIVE TEN SINCE
FUND YEAR YEARS YEARS YEARS INCEPTION*
- ----------------------------- -------- ------- ------- -------- ------------
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
Conservative Investors 11.72% 5.26% 7.89% -- 6.77%
Growth Investors 17.62 8.92 14.97 -- 12.43
EQUITY SERIES:
Growth & Income 15.35 -- -- -- 4.11
Common Stock 23.63 14.25 15.98 13.38% 13.09
Global 10.15 15.11 14.31 -- 8.71
International -- -- -- -- 3.04
Aggressive Stock 22.83 10.70 19.66 -- 18.04
FIXED INCOME SERIES:
Money Market (2.77) 0.85 2.12 4.25 5.49
Intermediate Govt. Securities 4.73 2.87 -- -- 5.03
</TABLE>

- ------------
* The "Since Inception" dates are as follows: Conservative Investors
(October 2, 1989); Growth Investors (October 2, 1989); Growth & Income
(October 1, 1993); Common Stock (January 13, 1976); Global (August 27, 1987);
International (April 3, 1995); Aggressive Stock (January 27, 1986); Money
Market (July 13, 1981); and Intermediate Govt. Securities (April 1, 1991).
The "Since Inception" numbers for the International Fund are unannualized.

RATE OF RETURN DATA FOR INVESTMENT FUNDS

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

Performance data for the remaining Investment Funds reflect (i) the
investment results of the corre-

<PAGE>

sponding Portfolios of the Trust from the date of inception of those
Portfolios and (ii) the actual investment advisory fee and direct operating
expenses of the relevant Portfolio.

BENCHMARKS

PORTFOLIO INCEPTION DATES AND COMPARATIVE BENCHMARKS:

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

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

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

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

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

INTERNATIONAL: April 1, 1995; Morgan Stanley Capital International Europe,
Australia, Far East Index.

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

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

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

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

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1995:*

<PAGE>

ANNUALIZED RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1995:* (CONTINUED)

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
-------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK 30.93% 16.05% 16.80% 13.84% 13.06% 13.47%
Lipper Growth 31.08 12.09 15.53 12.05 12.26 12.25
Benchmark 37.54 15.30 16.57 14.87 14.79 14.24
GLOBAL 17.45 16.86 15.16 -- -- 10.09
Lipper Global 13.87 13.45 9.10 -- -- 2.52
Benchmark 20.72 15.83 11.74 -- -- 6.75
INTERNATIONAL -- -- -- -- -- 10.34**
Lipper International -- -- -- -- -- 12.21**
Benchmark -- -- -- -- -- 9.17**
AGGRESSIVE STOCK 30.13 12.61 20.35 -- -- 18.59
Lipper Small Company Growth 28.19 15.26 25.72 -- -- 16.06
Benchmark 29.69 13.67 20.16 -- -- 13.58
FIXED INCOME SERIES:
MONEY MARKET 4.53 3.04 3.29 4.81 -- 6.19
Lipper Money Market 4.35 2.88 3.10 4.71 -- 6.27
Benchmark 5.74 4.34 4.47 5.77 -- 7.09
INTERMEDIATE GOVERNMENT
SECURITIES 12.03 4.99 -- -- -- 6.43
Lipper Gen. U.S. Government 15.47 6.27 -- -- -- 7.87
Benchmark 14.41 6.74 -- -- -- 8.17

</TABLE>

- ------------
* See footnotes on next page.

** Unannualized.

CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1995:*

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
-------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION SERIES:
CONSERVATIVE INVESTORS 19.02% 23.60% 53.06% -- -- 65.42%
Lipper Income 21.25 31.95 76.42 -- -- 79.42
Benchmark 24.11 34.58 74.09 -- -- 87.24
GROWTH INVESTORS 24.92 36.28 108.00 -- -- 135.55
Lipper Flexible Portfolio 21.58 30.92 72.73 -- -- 76.92
Benchmark 32.05 45.64 98.56 -- -- 102.72
EQUITY SERIES:
GROWTH & INCOME 22.65 -- -- -- -- 19.89
Lipper Growth & Income 31.18 -- -- -- -- 31.42
Benchmark 34.93 -- -- -- -- 38.14
COMMON STOCK 30.93 56.29 117.35 265.55% 530.07% 1,146.22
Lipper Growth 31.08 41.29 107.30 215.49 483.45 920.87
Benchmark 37.54 53.30 115.25 300.11 692.18 1,327.94
GLOBAL 17.45 59.57 102.53 -- -- 123.08
Lipper Global 13.87 46.36 55.44 -- -- 23.09
Benchmark 20.72 55.39 74.20 -- -- 72.38
INTERNATIONAL -- -- -- -- -- 10.34**
Lipper International -- -- -- -- -- 12.21**
Benchmark -- -- -- -- -- 9.17**
AGGRESSIVE STOCK 30.13 42.79 152.49 -- -- 443.46
Lipper Small Company
Growth 28.19 55.24 268.67 -- -- 337.96
Benchmark 29.69 46.89 150.49 -- -- 254.09
</TABLE>

- ------------
* See footnotes on next page.

** Unannualized.

<PAGE>

CUMULATIVE RATES OF RETURN FOR PERIODS ENDING DECEMBER 31, 1995:* (CONTINUED)

<TABLE>
<CAPTION>
SINCE
1 YEAR 3 YEARS 5 YEARS 10 YEARS 15 YEARS INCEPTION
-------- --------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
FIXED INCOME SERIES:
MONEY MARKET 4.53% 9.40% 17.55% 59.97% -- 138.38%
Lipper Money Market 4.35 8.87 16.48 58.55 -- 140.42
Benchmark 5.74 13.58 24.45 75.23 -- 170.07
INTERMEDIATE GOVERNMENT
SECURITIES 12.03 15.72 -- -- -- 34.43
Lipper Gen. U.S.
Government 15.47 20.05 -- -- -- 43.43
Benchmark 14.41 21.60 -- -- -- 45.17
</TABLE>

YEAR-BY-YEAR RATES OF RETURN*

<TABLE>
<CAPTION>
1983 1984 1985 1986 1987
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION
SERIES:
CONSERVATIVE
INVESTORS -- -- -- -- --
GROWTH INVESTORS -- -- -- -- --
EQUITY SERIES:
GROWTH & INCOME -- -- -- -- --
COMMON STOCK*** 24.67% (3.09)% 31.91% 16.02% 6.21%
GLOBAL -- -- -- -- (13.62)
INTERNATIONAL -- -- -- -- --
AGGRESSIVE STOCK -- -- -- 33.83 6.06
FIXED INCOME SERIES:
MONEY MARKET*** 7.70 9.59 6.91 5.39 5.41
INTERMEDIATE
GOVERNMENT
SECURITIES -- -- -- -- --
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSET ALLOCATION
SERIES:
CONSERVATIVE
INVESTORS -- 2.79% 5.14% 18.51% 4.50% 9.54% (5.20)% 19.02%
GROWTH INVESTORS -- 3.53 9.39 47.19 3.69 13.95 (4.27) 24.92
EQUITY SERIES:
GROWTH & INCOME -- -- -- -- -- (0.55) (1.72) 22.65
COMMON STOCK*** 21.03% 24.16 (9.17) 36.30 2.03 23.39 (3.26) 30.93
GLOBAL 9.61 25.29 (7.15) 29.06 (1.65) 30.60 4.02 17.45
INTERNATIONAL -- -- -- -- -- -- -- 10.34
AGGRESSIVE STOCK (0.03) 41.86 6.92 84.73 (4.28) 15.41 (4.92) 30.13
FIXED INCOME SERIES:
MONEY MARKET*** 6.09 7.93 6.99 4.97 2.37 1.78 2.82 4.53
INTERMEDIATE
GOVERNMENT
SECURITIES -- -- -- 11.30 4.38 9.27 (5.47) 12.03
</TABLE>

- ------------
* Returns do not reflect the distribution fee, the withdrawal charge, the
guaranteed minimum death benefit charge, and the annual contract fee.
The Year-by-Year Rates of Return are different from those previously
published, because the previous rates were calculated based on
historical end of month values and are now calculated using daily
historical values.

** Unannualized.

<TABLE>
<CAPTION>
***Prior to 1982 the Year-by-Year Rates of Return were: 1976 1977 1978 1979 1980 1981 1982
<S> <C> <C> <C> <C> <C> <C> <C>
COMMON STOCK 8.20% (10.28)% 6.99% 28.35% 48.39% (6.94)% 16.22%
MONEY MARKET -- -- -- -- -- 5.71 11.72
</TABLE>

COMMUNICATING PERFORMANCE DATA

<PAGE>

tional Investor, Investment Adviser, Investment Dealer's Digest, Investment
Management Weekly, Los Angeles Times, Money, Money Management Letter,
Kiplinger's Personal Finance, Financial Planning, National Underwriter,
Pension & Investments, USA Today, Investor's Daily, The New York Times, and
The Wall Street Journal.

MONEY MARKET FUND AND INTERMEDIATE GOVERNMENT SECURITIES FUND YIELD
INFORMATION

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

Money Market Fund

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

Intermediate Government Securities Fund

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

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

<PAGE>

PART 4: THE GUARANTEED PERIOD ACCOUNT

GUARANTEE PERIODS

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

Guarantee Periods and Expiration Dates

We currently offer Guarantee Periods ending on February 15th for each of the
maturity years 1997 through 2006. Not all of these Guarantee Periods will be
available to Annuitants ages 71 and above. See "Allocation of Contributions"
in Part 5. As Guarantee Periods expire we expect to add maturity years so
that generally 10 are available in all states at any time under the Rollover
IRA.

Under the IRA Assured Payment Option and IRA APO Plus, in addition to the
Guarantee Periods above, Guarantee Periods ending on February 15th for each
of the maturity years 2007 through 2011 are also available.

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

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

o The Guaranteed Rate is 3%.

o The Guarantee Period has an Expiration Date beyond the February 15th
immediately following the Annuity Commencement Date.

Guaranteed Rates and Price Per $100 of Maturity Value

Guaranteed Rates for new allocations as of May 1, 1996 and the related price
per $100 of Maturity Value for each currently available Guarantee Period were
as follows:

</TABLE>

Available under the IRA Assured Payment Option and IRA APO Plus

<PAGE>

Allocation Among Guarantee Periods

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

Options at Expiration Date

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

MODAL PAYMENT PORTION

Under the IRA Assured Payment Option and IRA APO Plus, a portion of your
contributions or Annuity Account Value is allocated to the Modal Payment
Portion of the Guaranteed Period Account for payments to be made prior to the
Expiration Date of the earliest Guarantee Period we then offer. Such amount
will accumulate interest beginning on the Transaction Date at an interest
rate we set. Interest will be credited daily. Such rate will not be less than
3%.

Upon the expiration of a Guarantee Period, the Guaranteed Period Amount will
be held in the Modal Payment Portion of the Guaranteed Period Account.
Amounts from an expired Guarantee Period held in the Modal Payment Portion of
the Guaranteed Period Account will be credited with interest at a rate equal
to the Guaranteed Rate applicable to the expired Guarantee Period, beginning
on the Expiration Date of such Guarantee Period.

There is no market value adjustment with respect to amounts held in the Modal
Payment Portion of the Guaranteed Period Account.

DEATH BENEFIT AMOUNT

INVESTMENTS

Amounts allocated to Guarantee Periods or the Modal Payment Portion of the
Guaranteed Period Account will be held in a "nonunitized" separate account
established by Equitable Life under the laws of New York. This separate
account provides an additional measure of assurance that full payment of
amounts due under the Guarantee Periods and the Modal Payment Portion of the
Guaranteed Period Account will be made. Under the New York Insurance Law, the
portion of the separate account's assets equal to the reserves and other
contract liabilities relating to the Certificates are not chargeable with
liabilities arising out of any other business we may conduct.

General Account

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

<PAGE>

The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Because of
applicable exemptions and exclusionary provisions, interests in the general
account have not been registered under the Securities Act of 1933 (1933 Act),
nor is the general account an investment company under the 1940 Act.
Accordingly, neither the general account nor the Life Contingent Annuity is
subject to regulation under the 1933 Act or the 1940 Act. However, the market
value adjustment interests under the Certificates are registered under the
1933 Act.

We have been advised that the staff of the SEC has not made a review of the
disclosure that is included in the prospectus for your information that
relates to the general account (other than market value adjustment interests)
and the Life Contingent Annuity. The disclosure, however, may be subject to
certain generally applicable provisions of the Federal securities laws
relating to the accuracy and completeness of statements made in prospectuses.

<PAGE>

PART 5: PROVISIONS OF THE CERTIFICATES AND SERVICES
WE PROVIDE

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

AVAILABILITY OF THE CERTIFICATES

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

CONTRIBUTIONS UNDER THE CERTIFICATES

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

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

We may refuse to accept any contribution if the sum of all contributions
under a Certificate would then total more than $1,500,000. We may also refuse
to accept any contribution if the sum of all contributions under all
Equitable annuity accumulation certificates/contracts you own would then
total more than $2,500,000.

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

Contributions are credited as of the Transaction Date.

METHODS OF PAYMENT

Wire Transmittals

<PAGE>

If an application is not received within ten days of receipt of the initial
contribution via wire order, or if an incomplete application is received and
cannot be completed within ten days of receipt of the initial contribution,
the amount of the initial contribution will be returned to the applicant with
immediate notification to the broker-dealer. In no event will less than the
full amount of the initial contribution be returned to the applicant.

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

ALLOCATION OF CONTRIBUTIONS

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

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

o No more than 60% of any contribution may be allocated to the
Guaranteed Period Account. UNDER CERTIFICATES ISSUED PRIOR TO MAY 1,
1996, THE 60% LIMITATION DOES NOT APPLY.

o If you are between ages 71 through 74 (inclusive), allocations may
not be made to a Guarantee Period with a maturity year that would
exceed the year in which you will attain age 80. At ages 75 and
above, allocations may be made only to Guarantee Periods with
maturities of five years or less; however, in no event may
allocations be made to Guarantee Periods with maturities beyond the
February 15th immediately following the Annuity Commencement Date.

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

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

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

Allocations to the Investment Funds

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

Allocations to the Guaranteed Period Account

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

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

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

<PAGE>

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

We follow these same procedures if you change your mind before a Certificate
has been issued, but after a contribution has been made. See "Part 9: Tax
Aspects of the Certificates" for possible consequences of canceling your
Certificate during the free look period.

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

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

Annuity Account Value in Investment Funds

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

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

Annuity Account Value in Guaranteed Period
Account
The Annuity Account Value in the Guaranteed Period Account on any Business
Day will be the sum of the present value of the Maturity Value in each
Guarantee Period, using the Guaranteed Rate in effect for new allocations to
such Guarantee Period on such date. (This is equivalent to the Guaranteed
Period Amount increased or decreased by the full market value adjustment.)
The Annuity Account Value, therefore, may be higher or lower than the
contributions (less withdrawals) accumulated at the Guaranteed Rate. At the
Expiration Date the Annuity Account Value in the Guaranteed Period Account
will equal the Maturity Value. While the IRA Assured Payment Option or IRA
APO Plus is in effect, the Annuity Account Value will include any amount in
the Modal Payment Portion of the Guaranteed Period Account. However, amounts
held in the Modal Payment Portion of the Guaranteed Period Account are not
subject to a market value adjustment. See "Part 4: The Guaranteed Period
Account."

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

o Transfers are permitted to or from a Guarantee Period once per
quarter during each Contract Year. Such transfers may be made at any
time during each quarter.

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

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

We may restrict, in our sole discretion, the use of an agent acting under a
power of attorney, such as a market timer, on behalf of more than one
Certificate

<PAGE>

Owner to effect transfers. Any agreements to use market timing services to
effect transfers are subject to our rules then in effect and must be on a
form satisfactory to us.

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

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

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

The death benefit is equal to the sum of:
(1) the Annuity Account Value in the Investment Funds, or, if greater,
the guaranteed minimum death benefit defined below; and

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

Guaranteed Minimum Death Benefit (GMDB)
Applicable to Certificates issued in all states except New York
- ----------------------------------------------------------------

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

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

<TABLE>
<CAPTION>
GMDB INTEREST RATE TABLE

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

<PAGE>

UNDER CERTIFICATES ISSUED PRIOR TO JULY 17, 1995, AMOUNTS IN THE INTERMEDIATE
GOVERNMENT SECURITIES FUND ARE CREDITED WITH THE APPLICABLE GMDB INTEREST
RATE SHOWN IN THE TABLE, RATHER THAN THE MONEY MARKET FUND RATE.

Applicable to Certificates issued in New York

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

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

How Withdrawals and Transfers Affect the GMDB

How Payment is Made

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

CASH VALUE

SURRENDERING THE CERTIFICATES TO
RECEIVE THE CASH VALUE

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

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

<PAGE>

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

WHEN PAYMENTS ARE MADE

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

ASSIGNMENT

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

DISTRIBUTION OF THE CERTIFICATES

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

<PAGE>

PART 6: DISTRIBUTION METHODS UNDER THE CERTIFICATES

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

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

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

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

IRA ASSURED PAYMENT OPTION

The IRA Assured Payment Option is designed to provide you with guaranteed
payments for your life (SINGLE LIFE) or for the lifetime of you and a joint
Annuitant you designate (JOINT AND SURVIVOR) through a series of
distributions from the Annuity Account Value that are followed by Life
Contingent Annuity payments. Payments you receive during the fixed period are
designed to pay out the entire Annuity Account Value by the end of the fixed
period and to meet or exceed minimum distribution requirements, if
applicable. See "Minimum Distribution Withdrawals" below. The fixed period
ends with the distribution of the Maturity Value of the last Guarantee
Period, or distribution of the final amount in the Modal Payment Portion of
the Guaranteed Period Account. The fixed period may also be referred to as
the "liquidity period" as during this period, you have access to the Cash
Value through Lump Sum Withdrawals or surrender of the Certificate, with
lifetime income continuing in reduced amounts.

After the fixed period, the payments are made under the Life Contingent
Annuity described below.

You may elect the IRA Assured Payment Option at any time if your initial
contribution or Annuity Account Value is at least $25,000 at the time of
election, by submitting a written request satisfactory to us. The IRA Assured
Payment Option may be elected at ages 59 1/2 through 83. If you are over age
70 1/2 , the availability of this option may be restricted under certain
limited circumstances. See "Tax Considerations for the IRA Assured Payment
Option and IRA APO Plus" in Part 9. The IRA Assured Payment Option with level
payments (described below) may be elected at ages as young as 45, subject to
restrictions described below under "Election Restrictions under Joint and
Survivor." Also, there are tax considerations that should be taken into
account before electing level payments under the IRA Assured Payment Option
if you are under age 59 1/2 . See "Penalty Tax on Early Distributions" in
Part 9. The IRA Assured Payment Option with increasing payments (described
below) may be elected at ages as young 53 1/2 provided payments do not start
before you attain age 59 1/2 .

Once the IRA Assured Payment Option is elected, all amounts currently held
under your Rollover IRA must be allocated to the Guarantee Periods, the Modal
Payment Portion of the Guaranteed Period Account, if applicable, and the Life
Contingent Annuity. See "Allocation of Contributions or Annuity Account
Value" below. Subsequent contributions may be made according to the rules set
forth below and in "Tax-Free Transfers and Rollovers" in Part 9.

Subsequent Contributions under the IRA Assured
Payment Option

Subsequent "regular" IRA contributions may no longer be made for the taxable
year in which you attain age 70 1/2 and thereafter. Subsequent rollover and
direct transfer contributions may be made at any time until within seven
years of the end of the fixed period while the IRA Assured Payment Option

<PAGE>

is in effect. However, any amount contributed after you attain age 70 1/2
must be net of your required minimum distribution for the year in which the
rollover or direct transfer contribution is made.

Payments

You may elect to receive monthly, quarterly or annual payments. However, all
payments are made on the 15th of the month. Payments to be made on an
Expiration Date during the fixed period represent distributions of the
Maturity Values of serially maturing Guarantee Periods on their Expiration
Dates. Payments to be made monthly, quarterly or annually on dates other than
an Expiration Date represent distributions from amounts in the Modal Payment
Portion of the Guaranteed Period Account. See "Part 4: The Guaranteed Period
Account."

A $2.50 charge will be deducted from each payment made on a monthly or
quarterly basis under the IRA Assured Payment Option.

You have a choice of receiving level payments during the fixed period and
then under the Life Contingent Annuity. Or, you may elect to receive payments
that increase. During the fixed period, payments are designed to increase by
10% every three years on each third anniversary of the payment start date.
After the end of the fixed period, your first payment under the Life
Contingent Annuity will be 10% greater than the final payment made under the
fixed period. Thereafter, payments will increase annually on each anniversary
of the payment start date under the Life Contingent Annuity based on the
annual increase in the Consumer Price Index, but in no event greater than 3%
in any year.

Payments will generally start one payment mode from the date the IRA Assured
Payment Option goes into effect. Or you may choose to defer the date payments
will start generally for a period of up to 60 months. Deferral of the payment
start date permits you to lock in rates at a time when you may consider
current rates to be high, while permitting you to delay receiving payments if
you have no immediate need to receive income under your Certificate. In
making this decision, you should consider that the amount of income you
purchase is based on the rates applicable on the Transaction Date, so if
rates rise during the interim, your payments may be less than they would have
been if you had elected the IRA Assured Payment Option at a later date.
Deferral of the payment start date is not available above age 80. Before you
elect to defer the date your payments will start, you should consider the
consequences of this decision on the requirement under the Code that you take
minimum distributions each calendar year with respect to the value of your
IRA. See "Required Minimum Distributions" in Part 9. The ability to defer the
payment start date may not be available in all states.

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

See Appendix IV for an example of payments purchased under an IRA Assured
Payment Option.

Fixed Period

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

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

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

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

<TABLE>
<CAPTION>
AGE* FIXED PERIOD
- ----------------- ----------------
<S> <C>
59 1/2 through 70 15 years
71 through 75 12 years
76 through 80 9 years
81 through 83 6 years
</TABLE>

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

<TABLE>
<CAPTION>
FIXED PERIOD BASED ON
DEFERRAL PERIOD
---------------------------
AGE* 1-36 MONTHS 37-60 MONTHS
- ----------------- ------------- ------------
<S> <C> <C>
53 1/2 through 70 12 years 9 years
71 through 75 9 years 9 years
76 through 80 6 years 6 years
81 through 83 N/A N/A
</TABLE>

* For joint and survivor, the fixed period is based on the age of the younger
Annuitant.

<PAGE>

IF YOUR CERTIFICATE WAS ISSUED PRIOR TO MAY 1, 1996, YOUR FIXED PERIOD IS
BASED ON THE FIXED PERIOD RULES IN EFFECT AT THAT TIME.

Allocation of Contributions or Annuity Account Value

If the IRA Assured Payment Option is elected in the application, then based
on the amount of your initial contribution, your age and sex (and the age and
sex of the joint Annuitant, if applicable), the mode of payment, the form of
payments and the fixed period you select, your entire contribution will be
allocated by us. A portion of the initial contribution will be allocated
among the Guarantee Periods and the Modal Payment Portion of the Guaranteed
Period Account, if applicable, to provide fixed period payments and a portion
will be applied under the Life Contingent Annuity in order to provide the
payments for life. If the IRA Assured Payment Option is elected any time
after issue of the Rollover IRA Certificate or if you cancel IRA APO Plus
(discussed below) and elect the IRA Assured Payment Option, then based on
your Annuity Account Value and the information you provide as described
above, your entire Annuity Account Value, including any amounts currently
invested in the Investment Funds, will be allocated by us among the Guarantee
Periods, the Modal Payment Portion of the Guaranteed Period Account, if
applicable, and applied under the Life Contingent Annuity. While the IRA
Assured Payment Option is in effect, no amounts may be allocated to the
Investment Funds. If amounts in the Guarantee Periods are transferred, a
market value adjustment may apply.

If you elect the IRA Assured Payment Option in the application and your
initial contribution will come from multiple sources, your application must
also indicate that contributions are to be allocated to the Money Market Fund
under the Rollover IRA described in Part 5. Election of the IRA Assured
Payment Option must include your instructions to apply your Annuity Account
Value, on the date the last such contribution is received, under the IRA
Assured Payment Option as described above.

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

Life Contingent Annuity

The Life Contingent Annuity provides lifetime payments starting after the end
of the fixed period. The portion of your contributions or Annuity Account
Value applied under the Life Contingent Annuity does not have a Cash Value or
an Annuity Account Value and, therefore, does not provide for transfers or
withdrawals. Once the fixed period has ended and payments have begun under
the Life Contingent Annuity, subsequent amounts may no longer be applied
under the Life Contingent Annuity.

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

You may elect to have the Life Contingent Annuity provide level or increasing
payments on a Single Life or a Joint and 100% to Survivor basis. If you elect
increasing payments, the payments will increase annually based on the
increase in the Consumer Price Index, but in no event greater than 3% per
year. The Life Contingent Annuity may also provide payments on a Joint and
one-half to Survivor or a Joint and two-thirds to Survivor basis.

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

Election Restrictions under Joint and
Survivor

Election of the IRA Assured Payment Option with a Joint and Survivor form of
the Life Contingent Annuity is subject to the following restrictions: (i) the
joint Annuitant must be your spouse; (ii) neither you nor the joint Annuitant
can be over age 83; (iii) under level payments if you elect the Joint and
100% to Survivor form, only the longest fixed period is permitted; (iv) if
you or the joint Annuitant is under age 59 1/2 , only the Joint and 100% to
Survivor form is permitted; and (v) the fixed period may be limited by the
minimum distribution rules. See "Required Minimum Distributions" in Part 9.

<PAGE>

Withdrawals under the IRA Assured
Payment Option

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

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

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

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

Termination of the IRA Assured
Payment Option

The IRA Assured Payment Option will be terminated if: (i) you cancel such
option at any time by sending a written request satisfactory to us; (ii) you
submit a subsequent contribution and you do not want it applied under the IRA
Assured Payment Option; (iii) you request a transfer of your Annuity Account
Value as described under "Transfers Among Investment Options" in Part 5,
while the IRA Assured Payment Option is in effect; or (iv) you request a
change in the date the payments are to start under the Life Contingent
Annuity. Once the IRA Assured Payment Option is terminated, in order to
receive distributions from your Annuity Account Value you must utilize the
withdrawal options described under "Withdrawals" below. Although the Life
Contingent Annuity will continue in effect and payments will be made if you
or your joint Annuitant, if applicable, are living on the date payments are
to start, additional Life Contingent Annuity payments may not be purchased.
You may elect to start the IRA Assured Payment Option again by submitting a
written request satisfactory to us, but no sooner than three years after the
Option was terminated. If you elected the IRA Assured Payment Option at age
70 1/2 or older and subsequently terminate this Option, required minimum
distributions must continue to be made with respect to your Certificate. If
you elected the IRA Assured Payment Option at age 79 (may apply beginning at
older ages in some states) or above and subsequently terminate this Option,
annuity payments must commence no later than the calendar year in which you
attain age 90 (may be limited to age 85 in some states).

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

Income Annuity Options and Surrendering
the Certificates

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

Withdrawal Charge

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

<PAGE>

IRA APO PLUS

IRA APO Plus is a variation of the IRA Assured Payment Option. IRA APO Plus
is available at ages 59 1/2 through 83. It may also be elected at ages as
young as 53 1/2 provided payments under IRA APO Plus do not start before you
attain age 59 1/2 . Except as indicated below, all provisions of the IRA
Assured Payment Option apply to IRA APO Plus. IRA APO Plus enables you to
keep a portion of your Annuity Account Value in the Investment Funds while
periodically converting such Annuity Account Value to increase the guaranteed
lifetime income under the IRA Assured Payment Option. When you elect IRA APO
Plus, a portion of your initial contribution or Annuity Account Value as
applicable is allocated by us to the IRA Assured Payment Option to provide a
minimum guaranteed lifetime income through allocation of amounts to the
Guarantee Periods and the Modal Payment Portion of the Guaranteed Period
Account, if applicable, and application of amounts to the Life Contingent
Annuity. The remaining Annuity Account Value remains in the Investment Funds.
Periodically during the fixed period (as described below), a portion of the
remaining Annuity Account Value in the Investment Funds is applied to
increase the guaranteed level payments under the IRA Assured Payment Option.

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

If IRA APO Plus is elected in the application, we may require that the
portion of the initial contribution to be allocated to the Investment Funds,
be allocated to the Money Market Fund until the end of the free look period.
See "Free Look Period" in Part 5.

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

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

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

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

On the third February 15th following the date the first payment is made (if
payments are to be made on February 15th, the date of the first payment will
be counted as the first February 15th) during the fixed period while you are
living, a portion of the Annuity Account Value in the Investment Funds is
taken pro rata from the Annuity Account Value in each Investment Fund and is
applied to increase the level payments under the IRA Assured Payment Option.
If a deferral period of three years or more is elected, a portion of the
Annuity Account Value in the Investment Funds will be applied on the February
15th prior to the date the first payment is made, to increase the initial
level payments. If payments are to be made on February 15th, the date of the
first payment will be counted as the first February 15th.

The amount applied is the amount which provides for level payments equal to
the initial payment that would have been provided by the allocation of the
entire Annuity Account Value to increasing payments, as described in the
preceding paragraph. This process is repeated each third year during the
fixed period. The first increased payment will be reflected in the payment
made following three full years of payments and then every three years
thereafter. On the Transaction Date immediately following the last payment
during the fixed period, the remaining Annuity Account Value in the
Investment Funds is first applied to the Life Contingent Annuity to change
the level payments previously purchased to increasing payments. If there is
any Annuity Account Value remaining after the increasing payments are
purchased, this balance is applied to the Life Contingent Annuity to further
increase such increasing payments. If the Annuity Account Value in the
Investment Funds is insufficient to purchase the increasing payments, then
the level payments previously purchased will be increased to the extent
possible.

<PAGE>

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

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

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

Allocation of Subsequent Contributions under IRA APO Plus

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

Transfers Among Investment Options under IRA APO Plus

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

Withdrawals under IRA APO Plus

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

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

Death Benefit

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

Termination of IRA APO Plus

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

WITHDRAWALS

The Rollover IRA is an annuity contract, even though you may elect to receive
your benefits in a non- annuity form. You may take withdrawals from your
Certificate before the Annuity Commencement Date and while you are alive.
Four withdrawal options are available: Lump Sum Withdrawals, Substantially
Equal Payment Withdrawals, Periodic Withdrawals and Minimum Distribution
Withdrawals. Withdrawals may result in withdrawal charges. See

<PAGE>

"Part 7: Deductions and Charges." Special withdrawal rules may apply under
the IRA Assured Payment Option and IRA APO Plus.

Amounts withdrawn from the Guaranteed Period Account, other than at the
Expiration Date, will result in a market value adjustment. See "Market Value
Adjustment for Withdrawals, Transfers or Surrender Prior to the Expiration
Date" in Part 4. Withdrawals may be taxable and subject to tax penalty. See
"Part 9: Tax Aspects of the Certificates."

LUMP SUM WITHDRAWALS

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

To make a Lump Sum Withdrawal, you must submit a request satisfactory to us
which specifies the Investment Options from which the Lump Sum Withdrawal
will be taken. If we have received the information we require, the requested
withdrawal will become effective on the Transaction Date and proceeds will
usually be mailed within seven calendar days thereafter, but we may delay
payment as described in "When Payments Are Made" in Part 5. If we receive
only partially completed information, our Processing Office will contact you
for specific instructions before your request can be processed.

Lump Sum Withdrawals in excess of the 15% free corridor amount may be subject
to a withdrawal charge. While either the IRA Assured Payment Option or IRA
APO Plus is in effect, Lump Sum Withdrawals that exceed the 10% free corridor
amount may be subject to a withdrawal charge. See "Withdrawal Charge" in Part
7.

SUBSTANTIALLY EQUAL PAYMENT WITHDRAWALS

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

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

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

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

PERIODIC WITHDRAWALS

This option may be elected if you are age 59 1/2 to 70 1/2 . Periodic
Withrawals provide level percentage or level amount payouts. You may choose
to receive Periodic Withdrawals on a quarterly or annual frequency. You
select a dollar amount or percentage of the Annuity Account Value to be
withdrawn, subject

<PAGE>

to a maximum of 2.5% quarterly and 10.0% annually, but in no event may any
payment be less than $250. If at the time a Periodic Withdrawal is to be
made, the withdrawal amount would be less than $250, no payment will be made
and your Periodic Withdrawal election will terminate.

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

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

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

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

MINIMUM DISTRIBUTION WITHDRAWALS

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

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

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

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

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

Example
- -------

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

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

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

Assumes 6.0% Rate of Return

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

[END OF GRAPHICALLY REPRESENTED DATA]

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

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

<PAGE>

INCOME ANNUITY OPTIONS

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

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

ANNUITY FORMS

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

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

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

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

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

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

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

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

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

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

<PAGE>

PART 7: DEDUCTIONS AND CHARGES

CHARGES DEDUCTED FROM THE
ANNUITY ACCOUNT VALUE

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

Distribution Fee

The distribution fee will not be deducted while the IRA Assured Payment
Option or IRA APO Plus is in effect.

UNDER CERTIFICATES ISSUED PRIOR TO MAY 1, 1996, THERE IS NO DISTRIBUTION FEE.

Withdrawal Charge

A withdrawal charge will be imposed as a percentage of each contribution made
to the extent that (i) a Lump Sum Withdrawal or cumulative withdrawals during
a Contract Year exceed the free corridor amount, or (ii) if the Certificate
is surrendered to receive its Cash Value. We determine the withdrawal charge
separately for each contribution in accordance with the table below.

If the IRA Assured Payment Option or IRA APO Plus is in effect, the
withdrawal charge will be imposed as a percentage of contributions (less
withdrawals), less the amount applied under the Life Contingent Annuity.

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

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

Free Corridor Amount

The free corridor amount is 15% of the Annuity Account Value at the
beginning of the Contract Year, minus any amount previously withdrawn
during that Contract Year.

While either the IRA Assured Payment Option or IRA APO Plus is in effect,
the free corridor amount is 10% of the Annuity Account Value at the
beginning of the Contract Year.

There is no withdrawal charge if a Lump Sum Withdrawal is taken to satisfy
minimum distribution requirements under the Certificate. A free corridor
amount is not applicable to a surrender.

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

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

<PAGE>

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

Transfer Charge

Guaranteed Minimum Death Benefit Charge

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

Annual Contract Fee

Charges for State Premium and Other
Applicable Taxes

Allocation of Certain Charges to the
Guaranteed Period Account

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

CHARGES DEDUCTED FROM THE
INVESTMENT FUNDS

Mortality and Expense Risk Charge

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

Asset Based Administrative Charge

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

TRUST CHARGES TO PORTFOLIOS

Investment advisory fees charged daily against the Trust's assets, direct
operating expenses of the Trust (such as trustees' fees, expenses of
independent auditors and legal counsel, bank and custodian

<PAGE>

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

FIRST NEXT OVER
$500 $500 $1
MILLION MILLION BILLION
----------- ----------- -----------
EQUITY SERIES:
Growth & Income ........... .550% .525% .500%

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

SPONSORED ARRANGEMENTS

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

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

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

OTHER DISTRIBUTION ARRANGEMENTS

<PAGE>

PART 8: VOTING RIGHTS

TRUST VOTING RIGHTS

o to elect the Trust's Board of Trustees,
o to ratify the selection of independent auditors for the Trust, and
o on any other matters described in the Trust's current prospectus or
requiring a vote by shareholders under the 1940 Act.

VOTING RIGHTS OF OTHERS

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

SEPARATE ACCOUNT VOTING RIGHTS

CHANGES IN APPLICABLE LAW

<PAGE>

PART 9: TAX ASPECTS OF THE CERTIFICATES

TAX-QUALIFIED INDIVIDUAL RETIREMENT ANNUITIES (IRAS)

Introduction

The Rollover IRA Certificate is designed to qualify as an IRA under Section
408(b) of the Code. Your rights under the Rollover IRA cannot be forfeited.

This prospectus contains the information which the Internal Revenue Service
(IRS) requires to be disclosed to an individual before he or she purchases an
IRA.

This Part covers some of the special tax rules that apply to individual
retirement arrangements. You should be aware that an IRA is subject to
certain restrictions in order to qualify for its special treatment under the
Federal tax law.

This prospectus provides our general understanding of applicable Federal
income tax rules, but does not provide detailed tax information and does not
address issues such as state income and other taxes or Federal gift and
estate taxes. Please consult a tax adviser when considering the tax aspects
of the Rollover IRA Certificates.

Further information on IRA tax matters can be obtained from any IRS district
office. Additional information regarding IRAs, including a discussion of
required distributions, can be found in IRS Publication 590, entitled
"Individual Retirement Arrangements (IRAs)," which is generally updated
annually.

The Rollover IRA Certificate has been approved by the IRS as to form for use
as an IRA. This IRS approval is a determination only as to the form of the
annuity and does not represent a determination of the merits of the annuity
as an investment.

Cancellation

You can cancel a Certificate issued as an IRA by following the directions in
Part 5 under "Free Look Period." Since there may be adverse tax consequences
if a Certificate is cancelled (and because we are required to report to the
IRS certain distributions from cancelled IRAs), you should consult with a tax
adviser before making any such decision. If you cancel this Certificate, you
may establish a new individual retirement arrangement if at the time you meet
the requirements for establishing an individual retirement arrangement.

Contributions to IRAs

Individuals may make three different types of contributions to purchase an
IRA, or as later additions to an existing IRA: "regular" contributions out of
earnings, tax-free "rollover" contributions from tax- qualified plans, or
direct custodian-to-custodian transfers from other individual retirement
arrangements ("direct transfers").

The initial contribution to the Certificate must be either a rollover or a
direct custodian-to-custodian transfer. See "Tax-Free Transfers and
Rollovers," discussed below. Any subsequent contributions you make may be any
of rollovers, direct transfers or "regular" IRA contributions. See
"Contributions Under the Certificates" in Part 5. The immediately following
discussion relates to "regular" IRA contributions. For the reasons noted in
"Tax-Free Transfers and Rollovers" below, you should consult with your tax
adviser before making any subsequent contributions to an IRA which is
intended to serve as a "conduit" IRA.

Generally, $2,000 is the maximum amount of deductible and nondeductible
contributions which may be made to all IRAs by an individual in any taxable
year. The above limit may be less when the individual's earnings are below
$2,000. This limit does not apply to rollover contributions or direct
custodian- to-custodian transfers into an IRA.

The amount of IRA contributions for a tax year that an individual can deduct
depends on whether the individual (or the individual's spouse, if a joint
return is filed) is covered by an employer-sponsored tax-favored retirement
plan. If the individual's spouse does not work or elects to be treated as
having no compensation, the individual and the individual's spouse may
contribute up to $2,250 to individual retirement arrangements (but no more
than $2,000 to any one individual retirement arrangement). The non-working
spouse owns his or her individual retirement arrangements, even if the
working spouse makes contributions to purchase the spousal individual
retirement arrangements.

If neither the individual nor the individual's spouse is covered during any
part of the taxable year by an employer-sponsored tax-favored retirement plan
(including a qualified plan, a tax sheltered account or annuity under Section
403(b) of the Code (TSA) or a simplified employee pension plan), then
regardless of adjusted gross income (AGI), each working spouse may make
deductible contributions to an IRA for each tax year (MAXIMUM PERMISSIBLE
DOLLAR DEDUCTION) up to the lesser of $2,000 or 100% of compensation. In
certain cases, individuals covered by a tax-favored retirement plan include
persons eligible to participate in the plan although not actually
participating. Whether or not a person is covered by a retirement plan will
be reported on an employee's Form W-2.

<PAGE>

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

If the individual (or the individual's spouse, unless the couple has lived
apart the entire taxable year and their filing status is married, filing
separately) is covered by a tax-favored retirement plan, the deduction for
IRA contributions must be computed using one of two methods. Under the first
method, the individual determines AGI and subtracts $25,000 if the individual
is a single person, $40,000 if the individual is married and files a joint
return with the spouse, or $0 if the individual is married and files a
separate return. The resulting amount is the individual's Excess AGI. The
individual then determines the limit on the deduction for IRA contributions
using the following formula:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Maximum Adjusted
Permissible Dollar
$10,000-Excess AGI Dollar Deduction
$10,000 X Deduction = Limit
</TABLE>

Under the second method, the individual determines his or her Excess AGI and
then refers to the table in Appendix V originally prepared by the IRS to
determine the deduction.

Contributions may be made for a tax year until the deadline for filing a
Federal income tax return for that tax year (without extensions). No
contributions are allowed for the tax year in which an individual attains age
70 1/2 or any tax year after that. A working spouse age 70 1/2 or over,
however, can contribute up to the lesser of $2,000 or 100% of "earned income"
to a spousal individual retirement arrangement for a non-working spouse until
the year in which the non-working spouse reaches age 70 1/2 .

An individual not eligible to deduct part or all of the IRA contribution may
still make nondeductible contributions on which earnings will accumulate on a
tax-deferred basis. The deductible and nondeductible contributions may not,
however, together exceed the lesser of the $2,000 limit (or $2,250 spousal
limit) or 100% of compensation for each tax year. See "Excess Contributions"
below. Individuals must keep their own records of deductible and
nondeductible contributions in order to prevent double taxation on the
distribution of previously taxed amounts. See "Distributions from IRA
Certificates" below.

An individual making nondeductible contributions in any taxable year, or
receiving amounts from any IRA to which he or she has made nondeductible
contributions, must file the required information with the IRS. Moreover,
individuals making nondeductible IRA contributions must retain all income tax
returns and records pertaining to such contributions until interest in such
IRAs are fully distributed.

Excess Contributions

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

<PAGE>

the year (including extensions), "regular" contributions may still be
withdrawn after that time if the IRA contribution for the tax year did not
exceed $2,250 and no tax deduction was taken for the excess contribution; in
that event, the excess contribution would not be includable in gross income
and would not be subject to the 10% penalty tax. Lastly, excess "regular"
contributions may also be removed by underutilizing the allowable
contribution limits for a later year.

If excess rollover contributions are not withdrawn before the time for filing
the individual's Federal tax return for the year (including extensions) and
the excess contribution occurred as a result of incorrect information
provided by the plan, any such excess amount can be withdrawn if no tax
deduction was taken for the excess contribution. As above, excess rollover
contributions withdrawn under those circumstances would not be includable in
gross income and would not be subject to the 10% penalty tax.

Tax-Free Transfers and Rollovers

Rollover contributions may be made to an IRA from these sources: (i)
qualified plans, (ii) TSAs (including 403(b)(7) custodial accounts) and (iii)
other individual retirement arrangements.

The rollover amount must be transferred to the Certificate either as a direct
rollover of an "eligible rollover distribution" (described below) or as a
rollover by the individual plan participant or owner of the individual
retirement arrangement. In the latter cases, the rollover must be made within
60 days of the date the proceeds from another individual retirement
arrangement or an eligible rollover distribution from a qualified plan or TSA
were received. Generally the taxable portion of any distribution from a
qualified plan or TSA is an eligible rollover distribution and may be rolled
over tax-free to an IRA unless the distribution is (i) a required minimum
distribution under Section 401(a)(9) of the Code; or (ii) one of a series of
substantially equal periodic payments made (not less frequently than
annually) (a) 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 (b) for a specified period of ten years or
more.

Under some circumstances, amounts from a Certificate may be rolled over on a
tax-free basis to a qualified plan. To get this "conduit" IRA treatment, the
source of funds used to establish the IRA must be a rollover contribution
from the qualified plan and the entire amount received from the IRA
(including any earnings on the rollover contribution) must be rolled over
into another qualified plan within 60 days of the date received. Similar
rules apply in the case of a TSA. If you make a contribution to the
Certificate which is from an eligible rollover distribution and you commingle
such contribution with other contributions, you may not be able to roll over
these eligible rollover distribution contributions and earnings to another
qualified plan (or TSA, as the case may be) at a future date, unless the Code
permits.

Under the conditions and limitations of the Code, an individual may elect for
each IRA to make a tax-free rollover once every 12-month period among
individual retirement arrangements (including rollovers from retirement bonds
purchased before 1983). Custodian-to-custodian transfers are not rollovers
and can be made more frequently than once a year.

The same tax-free treatment applies to amounts withdrawn from the Certificate
and rolled over into other individual retirement arrangements unless the
distribution was received under an inherited IRA. Tax-free rollovers are also
available to the surviving spouse beneficiary of a deceased individual, or a
spousal alternate payee of a qualified domestic relations order applicable to
a qualified plan. In some cases, IRAs can be transferred on a tax-free basis
between spouses or former spouses incidental to a judicial decree of divorce
or separation.

Distributions from IRA Certificates

Income or gains on contributions under IRAs are not subject to Federal income
tax until benefits are distributed to the individual. Distributions include
withdrawals from your Certificate, surrender of your Certificate and annuity
payments from your Certificate. Death benefits are also distributions. Except
as discussed below, the amount of any distribution from an IRA is fully
includable as ordinary income by the individual in gross income.

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

In addition, a distribution (other than a required minimum distribution
received after age 70 1/2 ) is not

<PAGE>

taxable if (1) the amount received is a return of excess contributions which
are withdrawn, as described under "Excess Contributions" above, (2) the
entire amount received is rolled over to another individual retirement
arrangement (see "Tax-Free Transfers and Rollovers" above) or (3) in certain
limited circumstances, where the IRA acts as a "conduit," the entire amount
is paid into a qualified plan or TSA that permits rollover contributions.

Distributions from an IRA are not entitled to the special favorable five-year
averaging method (or, in certain cases, favorable ten-year averaging and
long- term capital gain treatment) available in certain cases to
distributions from qualified plans.

Required Minimum Distributions

The minimum distribution rules require IRA owners to start taking annual
distributions from their retirement plans by age 70 1/2 . The distribution
requirements are designed to provide for distribution of the owner's interest
in the IRA over the owner's life expectancy. Whether the correct amount has
been distributed is calculated on a year by year basis; there are no
provisions in the Code to allow amounts taken in excess of the required
amount to be carried over or carried back and credited to other years.

Generally, an individual must take the first required minimum distribution
with respect to the calendar year in which the individual turns age 70 1/2 .
The individual has the choice to take the first required minimum distribution
during the calendar year he or she turns age 70 1/2 , or to delay taking it
until the three month (January 1-April 1) period in the next calendar year.
(Distributions must commence no later than the "Required Beginning Date,"
which is the April 1st of the calendar year following the calendar year in
which the individual turns age 70 1/2 .) If the individual chooses to delay
taking the first annual minimum distribution, then the individual will have
to take two minimum distributions in that year--the delayed one for the first
year and the one actually for that year. Once minimum distributions begin,
they must be made at some time every year.

There are two approaches to taking minimum distributions--"account based" or
"annuity based"-- and there are a number of distribution options in both of
these categories. These choices are intended to give individuals a great deal
of flexibility to provide for themselves and their families.

An account based minimum distribution approach may be a lump sum payment, or
periodic withdrawals made over a period which does not extend beyond the
individual's life expectancy or the joint life expectancies of the individual
and a designated beneficiary. An annuity based approach involves application
of the Annuity Account Value to an annuity for the life of the individual or
the joint lives of the individual and a designated beneficiary, or for a
period certain not extending beyond applicable life expectancies.

You should discuss with your tax adviser which minimum distribution options
are best for your own personal situation. Individuals who are participants in
more than one tax-favored retirement plan may be able to choose different
distribution options for each plan.

Your required minimum distribution for any taxable year is calculated by
taking into account the required minimum distribution from each of your
individual retirement arrangements. The IRS, however, does not require that
you make the required distribution from each individual retirement
arrangement that you maintain. As long as the total amount distributed
annually satisfies your overall minimum distribution requirement, you may
choose to take your annual required distribution from any one or more
individual retirement arrangements that you maintain.

An individual may recompute his or her minimum distribution amount each year
based on the individual's current life expectancy as well as that of the
spouse. No recomputation is permitted, however, for a beneficiary other than
a spouse. If there is an insufficient distribution in any year, a 50% tax may
be imposed on the amount by which the minimum required to be distributed
exceeds the amount actually distributed. The penalty tax may be waived by the
Secretary of the Treasury in certain limited circumstances. Failure to have
distributions made as the Code and Treasury regulations require may result in
disqualification of your IRA. See "Tax Penalty for Insufficient
Distributions" below.

Except as described in the next sentence, if the individual dies after
distribution in the form of an annuity has begun, or after the Required
Beginning Date, payment of the remaining interest must be made at least as
rapidly as under the method used prior to the individual's death. (The IRS
has indicated that an exception to the rule that payment of the remaining
interest must be made at least as rapidly as under the method used prior to
the individual's death applies if the beneficiary of the IRA is the surviving
spouse. In some circumstances, the surviving spouse may elect to "make the
IRA his or her own" and halt distributions until he or she reaches age 70 1/2
).

If an individual dies before the Required Beginning Date and before
distributions in the form of an

<PAGE>

annuity begin, distributions of the individual's entire interest under the
Certificate must be completed within five years after death, unless payments
to a designated beneficiary begin within one year of the individual's death
and are made over the beneficiary's life or over a period certain which does
not extend beyond the beneficiary's life expectancy.

If the surviving spouse is the designated beneficiary, the spouse may delay
the commencement of such payments up until the individual would have attained
70 1/2 . In the alternative, a surviving spouse may elect to roll over the
inherited IRA into the surviving spouse's own IRA.

Taxation of Death Benefits

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

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

Guaranteed Minimum Death Benefit

The Code provides that no part of an individual retirement account may be
invested in life insurance contracts. Treasury Regulations provide that an
individual retirement account may be invested in an annuity contract which
provides a death benefit of the greater of premiums paid or the contract's
cash value. Your Certificate provides a minimum death benefit guarantee that
in certain circumstances may be greater than either of contributions made or
the Annuity Account Value. Although there is no ruling regarding the type of
minimum death benefit guarantee provided by the Certificate, Equitable Life
believes that the Certificate's minimum death benefit guarantee should not
adversely affect the qualification of the Certificate as an IRA.
Nevertheless, it is possible that the IRS could disagree, or take the
position that some portion of the charge in the Certificate for the minimum
death benefit guarantee should be treated for Federal income tax purposes as
a taxable partial withdrawal from the Certificate. If this were so, such a
deemed withdrawal would also be subject to tax penalty for Certificate Owners
under age 59 1/2 .

Tax Considerations for the IRA Assured Payment Option and IRA APO Plus

Although the Life Contingent Annuity does not have a Cash Value, it will be
assigned a value for tax purposes which will generally change each year. This
value must be taken into account when determining the amount of required
minimum distributions from your IRA even though the Life Contingent Annuity
may not be providing a source of funds to satisfy such required minimum
distribution. Accordingly, before you apply any IRA funds under the IRA
Assured Payment Option or IRA APO Plus or terminate such Options, you should
be aware of the tax considerations discussed below. Consult with your tax
adviser to determine the impact of electing the IRA Assured Payment Option
and IRA APO Plus in view of your own particular situation.

When funds have been allocated to the Life Contingent Annuity, you will
generally be required to determine your required minimum distribution by
annually recalculating your life expectancy. The IRA Assured Payment Option
and IRA APO Plus will not be available if you have previously made a
different election. Recalculation is no longer required once the only
payments you or your spouse receive are under the Life Contingent Annuity.

If prior to the date payments are to start under the Life Contingent Annuity,
you surrender your Certificate, or withdraw any remaining Annuity Account
Value, it may be necessary for you to satisfy your required minimum
distribution by accelerating the start date of payments for your Life
Contingent Annuity, or to the extent available, take distributions from other
IRA funds you may have. Alternatively you may convert your IRA Life
Contingent Annuity under the IRA Rollover to a non-qualifed Life Contingent
Annuity. This would be viewed as a distribution of the value of the Life
Contingent Annuity from the IRA, and therefore, would be a taxable event.
However, since the Life Contingent Annuity would no longer be part of an IRA,
its value would not have to be taken into account in determining future
required minimum distributions.

If you have elected a Joint and Survivor form of the Life Contingent Annuity,
the joint Annuitant must be your spouse. You must determine your required
minimum distribution by annually recalculating both your life expectancy and
your spouse's life expectancy. The IRA Assured Payment Option and IRA APO
Plus will not be available if you have previously made a different election.
Recalculation is no longer required once the only payments you or your spouse
receive are under the Life Contingent Annuity. The value of such an annuity
will change in the event of your death or the death of your spouse. For this
reason, it is important that we be informed if you or your spouse dies before
the Life Contingent Annuity has started payments so that a lower valuation
can

<PAGE>

be made. Otherwise a higher tax value may result in an overstatement of the
amount that would be necessary to satisfy your required minimum distribution
amount.

Allocations of funds to the Life Contingent Annuity may prevent the
Certificate from later receiving "conduit" IRA treatment. See "Tax-Free
Transfers and Rollovers" above.

Prohibited Transaction

An IRA may not be borrowed against or used as collateral for a loan or other
obligation. If the IRA is borrowed against or used as collateral, its tax-
favored status will be lost as of the first day of the tax year in which the
event occurred. If this happens, the individual must include in Federal gross
income for that year an amount equal to the fair market value of the IRA
Certificate as of the first day of that tax year, less the amount of any
nondeductible contributions not previously withdrawn. Also, the early
distribution penalty tax of 10% will apply if the individual has not reached
age 59 1/2 before the first day of that tax year. See "Penalty Tax on Early
Distributions" below.

PENALTY TAX ON EARLY DISTRIBUTIONS

The taxable portion of IRA distributions will be subject to a 10% penalty tax
unless the distribution is made (1) on or after your death, (2) because you
have become disabled, (3) on or after the date when you reach age 59 1/2 , or
(4) in accordance with the exception outlined below if you are under 59 1/2 .

A payout over your life or life expectancy (or joint and survivor lives or
life expectancies), which is part of a series of substantially equal periodic
payments made at least annually, is also not subject to penalty tax. To
permit you to meet this exception, Equitable Life has two options:
Substantially Equal Payment Withdrawals and the IRA Assured Payment Option
with level payments, both of which are described in Part 6. If you are a
Rollover IRA Certificate Owner who will be under age 59 1/2 as of the date
the first payment is expected to be received and you choose either option,
Equitable Life will calculate the substantially equal annual payments under a
method we will select based on guidelines issued by the IRS (currently
contained in IRS Notice 89-25, Question and Answer 12). Although
Substantially Equal Payment Withdrawals and IRA Assured Payment Option
payments are not subject to the 10% penalty tax, they are taxable as
discussed in "Distributions from IRA Certificates," above. Once Substantially
Equal Payment Withdrawals or IRA Assured Payment Option payments begin, the
distributions should not be stopped or changed until the later of your
attaining age 59 1/2 or five years after the date of the first distribution,
or the penalty tax, including an interest charge for the prior penalty
avoidance, may apply to all withdrawals. Also, it is possible that the IRS
could view any additional withdrawal or payment you take from your
Certificate as changing your pattern of Substantially Equal Payment
Withdrawals or IRA Assured Payment Option payments for purposes of
determining whether the penalty applies.

TAX PENALTY FOR INSUFFICIENT
DISTRIBUTIONS

Failure to make required distributions discussed above in "Required Minimum
Distributions" may cause the disqualification of the IRA. Disqualification
may result in current taxation of your entire benefit. In addition a 50%
penalty tax may be imposed on the difference between the required
distribution amount and the amount actually distributed, if any.

We do not automatically make distributions from a Certificate before the
Annuity Commencement Date unless a request has been made. It is your
responsibility to comply with the minimum distribution rules. We will notify
you when our records show that your age 70 1/2 is approaching. If you do not
select a method, we will assume you are taking your minimum distribution from
another IRA that you maintain. You should consult with your tax adviser
concerning these rules and their proper application to your situation.

TAX PENALTY FOR EXCESS DISTRIBUTIONS OR ACCUMULATION

A 15% excise tax applies to an individual's aggregate excess distributions
from all tax-favored retirement plans (including IRAs). The excise tax is in
addition to the ordinary income tax due but is reduced by the amount (if any)
of the early distribution penalty tax imposed by the Code. The aggregate
distributions in any year will be subject to excise tax if they exceed an
indexed amount ($155,000 in 1996).

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

FEDERAL AND STATE INCOME TAX
WITHHOLDING

Equitable Life is required to withhold Federal income tax from IRA
distributions, unless the recipient elects not to be subject to income tax
withholding. The rate of withholding will depend on the type

<PAGE>

of distribution and, in certain cases, the amount of the distribution.
Special withholding rules apply to foreign recipients and United States
citizens residing outside the United States. If a recipient does not have
sufficient income tax withheld or does not make sufficient estimated income
tax payments, however, the recipient may incur penalties under the estimated
income tax rules. Recipients should consult their tax advisers to determine
whether they should elect out of withholding. Requests not to withhold
Federal income tax must be made in writing prior to receiving benefits under
the Certificate. Our Processing Office will provide forms for this purpose.
No election out of withholding is valid unless the recipient provides us with
the correct taxpayer identification number and a United States residence
address.

Periodic payments are generally subject to wage- bracket type withholding (as
if such payments were payments of wages by an employer to an employee) unless
the recipient elects no withholding. If a recipient does not elect out of
withholding or does not specify the number of withholding exemptions,
withholding will generally be made as if the recipient is married and
claiming three withholding exemptions. There is an annual threshold of
taxable income from periodic annuity payments which is exempt from
withholding based on this assumption. For 1996, a recipient of periodic
payments (e.g., monthly or annual payments) which total less than a $14,075
taxable amount will generally be exempt from Federal income tax withholding,
unless the recipient specifies a different choice of withholding exemptions.
A withholding election may be revoked at any time and remains effective until
revoked. If a recipient fails to provide a correct taxpayer identification
number, withholding is made as if the recipient is single with no exemptions.

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

OTHER WITHHOLDING

As a general rule, if death benefits are payable to a person two or more
generations younger than the Certificate Owner, a Federal generation skipping
tax may be payable with respect to the benefit at rates similar to the
maximum estate tax rate in effect at the time. The generation skipping tax
provisions generally apply to transfers which would also be subject to the
gift and estate tax rules. Individuals are generally allowed an aggregate
generation skipping tax exemption of $1 million. Because these rules are
complex, you should consult with your tax adviser for specific information,
especially where benefits are passing to younger generations, as opposed to a
spouse or child.

If we believe a benefit may be subject to generation skipping tax we may be
required to withhold for such tax unless we receive acceptable written
confirmation that no such tax is payable.

IMPACT OF TAXES TO EQUITABLE LIFE

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

TRANSFERS AMONG INVESTMENT OPTIONS

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

TAX CHANGES

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

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

<PAGE>

PART 10: INDEPENDENT ACCOUNTANTS

<PAGE>

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

On February 15, 2001 (After Withdrawal)
- -------------------------------------------
(4) Portion of (3) Associated
with Withdrawal: (3) x [$50,000 / (1)] . $ 4,501 $ (4,851)
(5) Reduction in Guaranteed
Period Amount: [$50,000-(4)] ........... 45,499 54,851
(6) Guaranteed Period Amount: (2)-(5) ..... 85,581 76,229
(7) Maturity Value ......................... 120,032 106,915
(8) Present Value of (7), also
Annuity Account Value .................. 94,048 69,487
</TABLE>

<PAGE>

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

Under the Certificates the death benefit is equal to the sum of:

(1) the Annuity Account Value in the Investment Funds, or, if greater,
the GMDB (see "Guaranteed Minimum Death Benefit (GMDB)" in Part 5);
and

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

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

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

NON-NEW YORK

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

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

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

NEW YORK

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

<PAGE>

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

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

Where:

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

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

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

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

Example:

(A) = $133,823

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

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

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

<PAGE>

APPENDIX IV: EXAMPLE OF PAYMENTS UNDER THE IRA ASSURED PAYMENT
OPTION AND IRA APO PLUS
- -----------------------------------------------------------------------------

The second column in the chart below illustrates the payments for a male age
70 who purchased the IRA Assured Payment Option on May 1, 1996 with a single
contribution of $100,000, with increasing annual payments. The payments are
to commence on February 15, 1997. It assumes that the fixed period is 15
years and that the Life Contingent Annuity will provide payments on a Single
Life basis. Based on Guaranteed Rates for the Guarantee Periods and the
current purchase rate for the Life Contingent Annuity, on May 1, 1996, the
initial payment would be $6,868.31 and would increase in each three year
period to a final payment of $10,055.89. The first payment under the Life
Contingent Annuity would be $11,061.48.

Alternatively as shown in the third and fourth columns, this individual could
purchase IRA APO Plus with the same $100,000 contribution, with the same
fixed period and the Life Contingent Annuity on a Single Life basis. Based on
Guaranteed Rates for the Guarantee Periods and the current purchase rate for
the Life Contingent Annuity, on May 1, 1996, the same initial payment of
$6,868.31 would be purchased under IRA APO Plus. However, unlike the payment
under the IRA Assured Payment Option that will increase every three years,
this initial payment under IRA APO Plus is not guaranteed to increase.
Therefore, only $79,081.41 is needed to purchase the initial payment stream,
and the remaining $20,918.59 is invested in the Investment Funds according to
the Certificate Owner's instructions. Any future increase in payments under
IRA APO Plus will depend on the investment performance in the Investment
Funds.

Assuming hypothetical average annual rates of return of 0% and 8% (after
deduction of charges) for the Investment Funds, the Annuity Account Value in
the Investment Funds would grow to $20,918.59 and $26,351.40 respectively
after three years. A portion of this amount is used to purchase the increase
in the payments at the beginning of the fourth year. The remainder will stay
in the Investment Funds to be drawn upon for the purchase of increases in
payments at the end of each third year thereafter during the fixed period and
at the end of the fixed period under the Life Contingent Annuity. Based on
Guaranteed Rates for the Guarantee Periods and purchase rates for the Life
Contingent Annuity as of May 1, 1996, the third and fourth columns illustrate
the increasing payments that would be purchased under IRA APO Plus assuming
0% and 8% rates of return respectively.

Under both options, while the Certificate Owner is living payments increase
annually after the 16th year under the Life Contingent Annuity based on the
increase in the Consumer Price Index, but in no event greater than 3% per
year nor less than 0%.

ANNUAL PAYMENTS

<TABLE>
<CAPTION>
GUARANTEED INCREASING PAYMENTS ILLUSTRATIVE ILLUSTRATIVE
UNDER THE IRA ASSURED PAYMENT PAYMENTS UNDER IRA PAYMENTS UNDER IRA
YEARS OPTION APO PLUS AT 0% APO PLUS AT 8%
- ------- ------------------------------ ------------------ ------------------
<S> <C> <C> <C>
1-3 $ 6,868.31 $6,868.31 $ 6,868.31
4-6 7,555.14 7,271.57 7,669.68
7-9 8,310.65 7,654.28 8,495.45
10-12 9,141.72 8,040.02 9,341.70
13-15 10,055.89 8,390.45 10,160.77
16 11,061.48 8,646.62 10,877.71
</TABLE>

As described above, a portion of the illustrated contribution is applied to
the Life Contingent Annuity. This amount will generally be larger under the
IRA Assured Payment Option than under IRA APO Plus, and conversely a smaller
portion of the contribution will be allocated to Guarantee Periods under the
former than the latter. In this illustration, $80,260.20 is allocated under
the IRA Assured Payment Option to the Guarantee Periods and under IRA APO
Plus, $88,935.43 is allocated to the Guarantee Periods and the Investment
Funds. The balance of the $100,000 ($19,739.80 and $11,064.57, respectively)
is applied to the Life Contingent Annuity.

The rates of return of 0% and 8% are for illustrative purposes only and are
not intended to represent an expected or guaranteed rate of return. Your
investment results will vary. Payments will also depend on the Guaranteed
Rates and Life Contingent Annuity purchase rates in effect as of the
Transaction Date. It is assumed that no Lump Sum Withdrawals are taken.

<PAGE>

APPENDIX V: IRS TAX DEDUCTION TABLE
- -----------------------------------------------------------------------------

If your Maximum Permissible Dollar Deduction is $2,000, use this table to
estimate the amount of your contribution which will be deductible.

<TABLE>
<CAPTION>
EXCESS AGI DEDUCTION EXCESS AGI DEDUCTION EXCESS AGI DEDUCTION EXCESS AGI DEDUCTION
- ------------ ----------- ------------ ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 0 $2,000 $2,550 $1,490 $5,050 $990 $ 7,550 $490
50 1,990 2,600 1,480 5,100 980 7,600 480
100 1,980 2,650 1,470 5,150 970 7,650 470
150 1,970 2,700 1,460 5,200 960 7,700 460
200 1,960 2,750 1,450 5,250 950 7,750 450
250 1,950 2,800 1,440 5,300 940 7,800 440
300 1,940 2,850 1,430 5,350 930 7,850 430
350 1,930 2,900 1,420 5,400 920 7,900 420
400 1,920 2,950 1,410 5,450 910 7,950 410
450 1,910 3,000 1,400 5,500 900 8,000 400
500 1,900 3,050 1,390 5,550 890 8,050 390
550 1,890 3,100 1,380 5,600 880 8,100 380
600 1,880 3,150 1,370 5,650 870 8,150 370
650 1,870 3,200 1,360 5,700 860 8,200 360
700 1,860 3,250 1,350 5,750 850 8,250 350
750 1,850 3,300 1,340 5,800 840 8,300 340
800 1,840 3,350 1,330 5,850 830 8,350 330
850 1,830 3,400 1,320 5,900 820 8,400 320
900 1,820 3,450 1,310 5,950 810 8,450 310
950 1,810 3,500 1,300 6,000 800 8,500 300
1,000 1,800 3,550 1,290 6,050 790 8,550 290
1,050 1,790 3,600 1,280 6,100 780 8,600 280
1,100 1,780 3,650 1,270 6,150 770 8,650 270
1,150 1,770 3,700 1,260 6,200 760 8,700 260
1,200 1,760 3,750 1,250 6,250 750 8,750 250
1,250 1,750 3,800 1,240 6,300 740 8,800 240
1,300 1,740 3,850 1,230 6,350 730 8,850 230
1,350 1,730 3,900 1,220 6,400 720 8,900 220
1,400 1,720 3,950 1,210 6,450 710 8,950 210
1,450 1,710 4,000 1,200 6,500 700 9,000 200
1,500 1,700 4,050 1,190 6,550 690 9,050 200
1,550 1,690 4,100 1,180 6,600 680 9,100 200
1,600 1,680 4,150 1,170 6,650 670 9,150 200
1,650 1,670 4,200 1,160 6,700 660 9,200 200
1,700 1,660 4,250 1,150 6,750 650 9,250 200
1,750 1,650 4,300 1,140 6,800 640 9,300 200
1,800 1,640 4,350 1,130 6,850 630 9,350 200
1,850 1,630 4,400 1,120 6,900 620 9,400 200
1,900 1,620 4,450 1,110 6,950 610 9,450 200
1,950 1,610 4,500 1,100 7,000 600 9,500 200
2,000 1,600 4,550 1,090 7,050 590 9,550 200
2,050 1,590 4,600 1,080 7,100 580 9,600 200
2,100 1,580 4,650 1,070 7,150 570 9,650 200
2,150 1,570 4,700 1,060 7,200 560 9,700 200
2,200 1,560 4,750 1,050 7,250 550 9,750 200
2,250 1,550 4,800 1,040 7,300 540 9,800 200
2,300 1,540 4,850 1,030 7,350 530 9,850 200
2,350 1,530 4,900 1,020 7,400 520 9,900 200
2,400 1,520 4,950 1,010 7,450 510 9,950 200
2,450 1,510 5,000 1,000 7,500 500 10,000 0
2,500 1,500
<FN>
- ------------

Excess AGI = Your AGI minus your THRESHOLD LEVEL:
If you are single, your Threshold Level is $25,000.
If you are married, your Threshold Level is $40,000.
If you are married and file a separate tax return, your
Excess AGI = your AGI.
</TABLE>

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C> <C>
PAGE
--------
Part 1: Minimum Distribution Withdrawals 2

Part 2: Accumulation Unit Values 2

Part 3: Annuity Unit Values 2

Part 4: Custodian and Independent Accountants 3

Part 5: Money Market Fund and Intermediate Government
Securities Fund Yield Information 3

Part 6: Long-Term Market Trends 5

Part 7: Financial Statements 7
</TABLE>

HOW TO OBTAIN A ROLLOVER IRA STATEMENT OF ADDITIONAL
INFORMATION

Send this request form to:
Equitable Life
Income Management Group
P.O. Box 1547
Secaucus, NJ 07096-1547

Please send me an INCOME MANAGER Rollover IRA SAI:

---------------------------------------------------------
Name

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

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

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

INCOME MANAGERSM
PROSPECTUS FOR
ASSURED PAYMENT PLAN

DATED MAY 1, 1996
-----------------
ANNUITY CERTIFICATES
Issued By:
The Equitable Life Assurance Society of the United States
- -------------------------------------------------------------------------------
This prospectus describes certificates The Equitable Life Assurance Society
of the United States (EQUITABLE LIFE, WE, OUR and US) offers under an annuity
contract (ASSURED PAYMENT PLAN) issued on a group basis or as individual
contracts. Enrollment under a group contract will be evidenced by issuance of
a certificate. Certificates and individual contracts each will be referred to
as "Certificates." Assured Payment Plan Certificates are used for after-tax
contributions to a non-qualified annuity. A minimum contribution of $10,000
is required to put a Certificate into effect.

The Owner (CERTIFICATE OWNER, YOU and YOUR) may choose to receive guaranteed
periodic payments under one of our Assured Payment Plans. You may choose to
receive level guaranteed payments payable for a specified period (PERIOD
CERTAIN) with payments generally starting one payment mode from the CONTRACT
DATE. Or, you may choose to receive level or increasing guaranteed payments
for a specified period of time, and continuing for life thereafter (LIFE
ANNUITY WITH A PERIOD CERTAIN). Under this plan you choose whether to receive
payments for your life (SINGLE LIFE) or for your life and the life of a joint
Annuitant (JOINT AND SURVIVOR) you designate.

Amounts are allocated to the GUARANTEED PERIOD ACCOUNT to provide payments
during the period certain. Amounts allocated to a GUARANTEE PERIOD in the
Guaranteed Period Account accumulate on a fixed basis and are credited with
interest at a rate we set (GUARANTEED RATE) for the entire period. On each
business day (BUSINESS DAY) we will determine the Guaranteed Rates available
for amounts newly allocated to Guarantee Periods. A market value adjustment
(positive or negative) will be made for withdrawals, surrender and certain
other transactions from a Guarantee Period before its expiration date
(EXPIRATION DATE). The Guarantee Periods currently available are those
maturing in calendar years 1997 through 2011. Each Guarantee Period has its
own Guaranteed Rates.

This prospectus provides information about the Assured Payment Plan that
prospective investors should know before investing. You should read it
carefully and retain it for future reference.

A registration statement relating to interests under the Guarantee Periods
has been filed with the Securities and Exchange Commission (SEC).

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Equitable Life's Annual Report on Form 10-K for the year ended December
31, 1995 is incorporated herein by reference.

<PAGE>

PROSPECTUS TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
GENERAL TERMS PAGE 4

PART 1: SUMMARY PAGE 5
What is the INCOME MANAGER? 5
Assured Payment Plan (Life Annuity with a
Period Certain) 5
Assured Payment Plan (Period Certain) 6
Other Provisions of the Assured Payment
Plan 6
Withdrawal Charge 6
Free Look Period 7
Services We Provide 7
Surrendering the Certificates 7
Income Annuity Options 7
Taxes 7
Charges for State Premium and Other
Applicable Taxes 7
Equitable Life 7

PART 2: THE GUARANTEED PERIOD ACCOUNT PAGE 8
Guarantee Periods 8
Market Value Adjustment for
Withdrawals or Surrender Prior to the
Expiration Date 9
Modal Payment Portion 9
Investments 9

PART 3:PROVISIONS OF THE ASSURED PAYMENT
PLAN PAGE 11
Assured Payment Plan (Life Annuity with
a Period Certain) 11
Lump Sum Withdrawals 13
Allocation of Lump Sum Withdrawals 13
Death Benefit 14
Surrendering the Certificates 14
Assured Payment Plan (Period Certain) 14
Lump Sum Withdrawals 15
Allocation of Lump Sum Withdrawals 15
Death Benefit 15

PART 4: OTHER PROVISIONS OF THE CERTIFICATES
AND SERVICES WE PROVIDE PAGE 16
Methods of Payment 16
Free Look Period 16
Beneficiary 16
Cash Value 16
Surrendering the Certificates to Receive
the Cash Value 17
Income Annuity Options 17
When Payments are Made 17
Assignment 17
Distribution of the Certificates 17
Withdrawal Charge 18
Amounts Applied from Other INCOME
MANAGER Certificates 18
Charges for State Premium and Other
Applicable Taxes 18
Group or Sponsored Arrangements 19
Other Distribution Arrangements 19

PART 5: TAX ASPECTS OF THE CERTIFICATES PAGE 20
Tax Changes 20
Taxation of Non-Qualified Annuities 20
Federal and State Income Tax
Withholding 21
Other Withholding 22
Special Rules for Certificates Issued in
Puerto Rico 22

PART 6:INDEPENDENT ACCOUNTANTS PAGE 23

APPENDIX: MARKET VALUE ADJUSTMENT
EXAMPLE PAGE 24
</TABLE>

<PAGE>

GENERAL TERMS

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

ANNUITY ACCOUNT VALUE--The sum of the present value of the Maturity Value in
each Guarantee Period plus any amount in the Modal Payment Portion of the
Guaranteed Period Account.

ANNUITY COMMENCEMENT DATE--The date on which annuity payments are to
commence.

ASSURED PAYMENT PLAN (Period Certain)-- An annuity under which you elect to
receive a level stream of periodic payments for a period certain.

ASSURED PAYMENT PLAN (Life Annuity with a Period Certain)--An annuity which
provides guaranteed periodic payments during a period certain and for your
lifetime thereafter or for your lifetime and the lifetime of a joint
Annuitant you designate.

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

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

CERTIFICATE OWNER--The person who owns an Assured Payment Plan Certificate
and has the right to exercise all rights under the Certificate. The
Certificate Owner must also be the Annuitant.

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

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

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

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

GUARANTEED PERIOD ACCOUNT--The Account that contains the Guarantee Periods
and the Modal Payment Portion of such Account.

GUARANTEED PERIOD AMOUNT--The term used to refer to the amount allocated to
and accumulated in each Guarantee Period.

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

JOINT AND SURVIVOR--The form of Assured Payment Plan (Life Annuity with a
Period Certain) under which after the death of an Annuitant payments continue
to the surviving Annuitant. Payments are made as long as at least one
Annuitant is living.

LIFE CONTINGENT ANNUITY--Provides guaranteed lifetime income beginning at a
future date under the Assured Payment Plan (Life Annuity with a Period
Certain).

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

MODAL PAYMENT PORTION--The portion of the Guaranteed Period Account from
which payments, other than payments due on an Expiration Date, are made.

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

SINGLE LIFE--The form of Assured Payment Plan (Life Annuity with a Period
Certain) under which payments are made to you for your lifetime.

<PAGE>

PART 1: SUMMARY

WHAT IS THE INCOME MANAGER?

The INCOME MANAGER is a family of annuities designed to provide retirement
income. The Assured Payment Plan annuities provide for the investment of
funds on an after-tax basis. They feature a series of Guarantee Periods
providing guaranteed interest. The Assured Payment Plan may not be available
in all states.

O GUARANTEE PERIODS

Guarantee Periods maturing on February 15th in each of calendar years 1997
through 2011 are available.

ASSURED PAYMENT PLAN
(Life Annuity with a Period Certain)

This version of the Assured Payment Plan provides you with level or
increasing payments for a period certain and continuing for your lifetime or
for your lifetime and the lifetime of a joint Annuitant under the Life
Contingent Annuity. You may elect to receive payments on a monthly, quarterly
or annual mode. Payments will generally start one payment mode from the
Contract Date. You can also elect to delay the date payments will start. You
may elect to defer the date payments will start generally for a period of up
to 60 months. The ability to defer the payment start date may not be
available in all states.

Based on certain information you provide, your contribution is allocated
among the Guarantee Periods, the Modal Payment Portion of the Guaranteed
Period Account, if applicable, and the Life Contingent Annuity. This
allocation will not be changed (unless a Lump Sum Withdrawal is made).
Payments during the period certain represent distributions of the Maturity
Values of serially maturing Guarantee Periods on their Expiration Dates or,
distributions from amounts in the Modal Payment Portion of the Guaranteed
Period Account.

A portion of each payment under the Assured Payment Plan will generally be
excludable from taxable income until you have received a tax-free recovery of
your investment in your Certificate.

The Life Contingent Annuity continues lifetime payments if you are living at
the end of the period certain. Payments continue during your lifetime (and
the lifetime of the joint Annuitant, if applicable) on the same date(s) as
the payments that were made during the period certain. The portion of your
contribution applied under the Life Contingent Annuity does not have a Cash
Value or an Annuity Account Value and, therefore, does not provide for
withdrawals.

A $2.50 charge will be deducted from each payment made on a monthly or
quarterly basis.

o Contributions

To put a Certificate into effect, you must make a contribution of at
least $10,000. You may make subsequent contributions of at least $1,000
at any time up until 15 days before the Annuity Commencement Date.
However, subsequent contributions are not permitted after you attain age
78 except for contributions made within the first Contract Year. Also,
if you chose to apply amounts to the Assured Payment Plan from another
INCOME MANAGER Annuity Certificate, no subsequent contributions are
permitted.

o Lump Sum Withdrawals

After the first Contract Year and while the Certificate is in effect,
you may take a Lump Sum Withdrawal from your Certificate once per
Contract Year at any time during such Contract Year. You may request
such Lump Sum Withdrawal, which must be at least $1,000, by submitting a
written request in a form satisfactory to us. Lump Sum Withdrawals may
result in a market value adjustment.
Lump Sum Withdrawals may be subject to a withdrawal charge to the extent
that a Lump Sum Withdrawal exceeds the 10% free corridor amount. Lump
Sum Withdrawals will reduce the amount of your future payments.

o Death Benefit

If the Annuitant dies before the Annuity Commencement Date, the
Certificate provides a death benefit. The beneficiary will be paid the
death benefit, which is the greater of (i) the Annuity Account Value and
(ii) the sum of the Guaranteed Period Amounts in each Guarantee Period,
plus any amount in the Modal Payment Portion of the Guaranteed Period
Account. However, if your spouse is the designated beneficiary under the
Certificate and you have not elected to delay the payment start date, or
if payments are scheduled to start within one year under a deferral
schedule, such beneficiary may elect to receive the

<PAGE>

payments for the period certain starting on the scheduled Annuity
Commencement Date, in lieu of taking the death benefit. Unless you have
elected a Joint and Survivor form, no payment will be made under the
Life Contingent Annuity.

o Surrendering Your Certificate

You may surrender your Certificate for its Cash Value, and thereafter
receive the lifetime income provided by the Life Contingent Annuity.

ASSURED PAYMENT PLAN (Period Certain)

Under this version of the Assured Payment Plan, you will receive a level
stream of payments which are fully guaranteed for a period certain which you
select. The period certain may be for a duration of from 7 to 15 years. You
may elect to receive payments on a monthly, quarterly or annual mode.
Payments will generally start one payment mode from the Contract Date. Based
on information you provide, your contribution is allocated among the
Guarantee Periods and the Modal Payment Portion of the Guaranteed Period
Account, if applicable. This allocation will not be changed (unless a Lump
Sum Withdrawal is made). Payments during the period certain represent
distributions of the Maturity Values of serially maturing Guarantee Periods
on their Expiration Dates or, distributions from amounts in the Modal Payment
Portion of the Guaranteed Period Account. A $2.50 charge will be deducted
from each payment made on a monthly or quarterly basis.

A portion of each payment under this Assured Payment Plan will be excludable
from taxable income.

o Contributions

To put the Certificate into effect, you must make a single contribution of
at least $10,000. Subsequent contributions are not permitted.

o Lump Sum Withdrawals

After the first Contract Year and while the Certificate is in effect, you
may take a Lump Sum Withdrawal from your Certificate once per
Contract Year at any time during such Contract Year. You may request
such Lump Sum Withdrawal, which must be in a minimum amount of the
greater of $2,000 or 25% of the Cash Value, by submitting a written
request in a form satisfactory to us. Lump Sum Withdrawals may
result in a market value adjustment and may be subject to a
withdrawal charge. There is no free corridor amount for Lump Sum
Withdrawals. Lump Sum Withdrawals will reduce the amount of your
future annual payments.

o Death Benefit

If the Annuitant dies before the Annuity Commencement Date, the
Certificate provides a death benefit. The beneficiary will be paid
the death benefit, which is the greater of the (i) Annuity Account
Value and (ii) the sum of the Guaranteed Period Amounts in each
Guarantee Period, plus any amount in the Modal Payment Portion of
the Guaranteed Period Account.

If the Annuitant dies after the Annuity Commencement Date, payments
will continue to be made for the remainder of the period certain to
the designated beneficiary on the same payment basis that was in
effect at the time of death, or the beneficiary may elect to receive
a single sum.

OTHER PROVISIONS OF THE ASSURED
PAYMENT PLAN

WITHDRAWAL CHARGE

A withdrawal charge is imposed as a percentage of the portion of each
contribution allocated to the Guaranteed Period Account, for a Lump Sum
Withdrawal as discussed above, or if the Certificate is surrendered. The
withdrawal charge is determined separately for each contribution in
accordance with the table below.

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

The applicable withdrawal charge percentage is determined by the Contact Year
in which the Lump Sum Withdrawal is made or the Certificate is surrendered.
For each contribution, the Contract Year in which we receive that
contribution is "Contract Year 1."

<PAGE>

FREE LOOK PERIOD

You have the right to examine the Assured Payment Plan Certificate for a
period of 10 days after you receive it, and to return it to us for a refund.
You may cancel it by sending it to our Processing Office. Your refund will
equal the Annuity Account Value reflecting any positive or negative market
value adjustment, through the date we receive your Certificate at our
Processing Office. If you elected the Assured Payment Plan (Life Annuity with
a Period Certain), your refund will also include any amount applied to the
Life Contingent Annuity.

SERVICES WE PROVIDE

O REGULAR REPORTS

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

o Three additional reports of your Certificate values each year;

o Written confirmation of financial transactions.

O TOLL-FREE TELEPHONE SERVICES

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

O PROCESSING OFFICE

O FOR CONTRIBUTIONS SENT BY REGULAR MAIL:

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

o FOR CONTRIBUTIONS SENT BY EXPRESS MAIL:

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

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

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

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

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

SURRENDERING THE CERTIFICATES

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

INCOME ANNUITY OPTIONS

The Certificates provide income annuity options to which the beneficiary may
have amounts applied if you die before the Annuity Commencement Date. The
income annuity options, are offered on a fixed basis.

TAXES

CHARGES FOR STATE PREMIUM AND OTHER
APPLICABLE TAXES

Generally, we deduct a charge for premium and other applicable taxes from
your contribution(s). The current tax charge that might be imposed varies by
state and ranges from 0 to 3.5% (the rate is 1% in Puerto Rico and 5% in the
Virgin Islands).

EQUITABLE LIFE

<PAGE>

PART 2: THE GUARANTEED PERIOD ACCOUNT

GUARANTEE PERIODS

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

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

Guarantee Periods and Expiration Dates

We currently offer Guarantee Periods ending on February 15th for each of the
maturity years 1997 through 2011. As Guarantee Periods expire, we expect to
add maturity years so that generally 15 are available.

We will not allocate amounts to a Guarantee Period if, on the Transaction
Date:

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

o The Guaranteed Rate is 3%.

Guaranteed Rates and Price Per $100 of Maturity Value

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

Guaranteed Rates for new allocations as of May 1, 1996 and the related price
per $100 of Maturity Value for each currently available Guarantee Period were
as follows:

<TABLE>
<CAPTION>
GUARANTEE
PERIODS WITH
EXPIRATION DATE GUARANTEED PRICE PER $100
FEBRUARY 15TH OF RATE AS OF OF MATURITY
MATURITY YEAR MAY 1, 1996 VALUE
- ---------------- ----------- --------------
<S> <C> <C>
1997 4.54% $96.53
1998 5.16 91.37
1999 5.37 86.40
2000 5.51 81.59
2001 5.62 76.93
2002 5.75 72.32
2003 5.88 67.82
2004 5.85 64.19
2005 5.98 59.98
2006 6.08 56.08
2007 6.03 53.13
2008 6.03 50.11
2009 6.03 47.25
2010 6.03 44.57
2011 6.03 42.03
</TABLE>

Allocation Among Guarantee Periods

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

For example, to have $100 mature on February 15th of each of years 1997
through 2001, according to the above table the lump sum contribution that
would have to be made as of May 1, 1996 would be $432.82 (i.e., the sum of
the price per $100 of Maturity Value for each maturity year from 1997 through
2001).

The above table is provided to illustrate the use of present value
calculations. It does not take into account withdrawals and withdrawal
charges. Actual calculations will also be based on Guaranteed Rates on each
actual Transaction Date, which may differ.

<PAGE>

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

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

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

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

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

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

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

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

The market value adjustment (positive or negative) resulting from a
withdrawal of a portion of the amount in a Guarantee Period will be a
percentage of the market value adjustment that would be applicable upon a
withdrawal of all funds from a Guarantee Period. This percentage is
determined by (i) dividing the amount of the withdrawal from the Guarantee
Period by (ii) the Annuity Account Value in such Guarantee Period prior to
the withdrawal. See the Appendix for an example.

MODAL PAYMENT PORTION

A portion of your contributions is allocated to the Modal Payment Portion of
the Guaranteed Period Account for payments to be made prior to the Expiration
Date of the earliest Guarantee Period we then offer. Such amount will
accumulate interest beginning on the Transaction Date at an interest rate we
set. Interest will be credited daily. Such rate will not be less than 3%.

There is no market value adjustment with respect to amounts held in the Modal
Payment Portion of the Guaranteed Period Account.

INVESTMENTS

<PAGE>

of amounts due under the Guarantee Periods will be made. Under the New York
Insurance Law, the portion of the separate account's assets equal to the
reserves and other contract liabilities relating to the Certificates are not
chargeable with liabilities arising out of any other business we may conduct.

General Account

Our general account supports all of our policy and contract guarantees
including those applicable to the Guaranteed Period Account, as well as our
general obligations. Amounts applied under the Life Contingent Annuity become
part of our general account. For a discussion of the Life Contingent Annuity
see "Payments After the Period Certain," in Part 3.

The general account is subject to regulation and supervision by the Insurance
Department of the State of New York and to the insurance laws and regulations
of all jurisdictions where we are authorized to do business. Because of
applicable exemptions and exclusionary provisions, interests in the general
account have not been registered under the Securities Act of 1933 (1933 Act),
nor is the general account an investment company under the 1940 Act.
Accordingly, neither the general account nor the Life Contingent Annuity is
subject to regulation under the 1933 Act or the 1940 Act. However, the market
value adjustment interests under the Certificates are registered under the
1933 Act.

We have been advised that the staff of the SEC has not made a review of the
disclosure that is included in this prospectus for your information that
relates to the general account (other than market value adjustment interests)
and the Life Contingent Annuity. The disclosure, however, may be subject to
certain generally applicable provisions of the Federal securities laws
relating to the accuracy and completeness of statements made in prospectuses.

<PAGE>

PART 3: PROVISIONS OF THE ASSURED PAYMENT PLAN

We offer two forms of the Assured Payment Plan from which you may choose to
receive your retirement income. The Assured Payment Plan (Life Annuity with a
Period Certain) and the Assured Payment Plan (Period Certain). Both plans are
described below. The Assured Payment Plan may not be available in all states.

ASSURED PAYMENT PLAN
(Life Annuity with a Period Certain)

This Assured Payment Plan is an annuity designed to provide guaranteed
lifetime payments, with a period certain. Guaranteed payments may be provided
on a Single Life basis or a Joint and 100% to Survivor basis. Payments may
also be provided on a Joint and one-half to Survivor or a Joint and two-
thirds to Survivor basis.

This Assured Payment Plan is available at issue ages 59 1/2 through 83. The
Assured Payment Plan with level payments is available at issue ages as young
as 45 subject to restrictions described below under "Purchase Restrictions
for Joint & Survivors." Also, there are tax considerations that should be
taken into account before purchasing the Assured Payment Plan if you are
under age 59 1/2 . See "Penalty Tax" in Part 5. Increasing payments
(described below) are available at ages as young as 53 1/2 , provided
payments do not start prior to age 59 1/2 .

Payments during the period certain are designed to pay out the entire Annuity
Account Value by the end of the period certain. All payments committed to be
paid out must be paid out as the Guarantee Periods serially mature and
amounts are due to be paid from the Modal Payment Portion of the Guaranteed
Period Account. Once commenced, these payments occur automatically through
income payments to you and may not be stopped. The period certain may be
referred to as a "liquidity period" as unlike traditional life annuities that
provide periodic payments, you will be able to make Lump Sum Withdrawals or
surrender the Certificate for its Cash Value prior to the end of the period
certain, while continuing lifetime income in reduced amounts.

Contributions

Your initial contribution must be at least $10,000. If your Annuity
Commencement Date is February 15, 1997 or later, you may make subsequent
contributions of at least $1,000 at any time up until 15 days before the
Annuity Commencement Date. However, subsequent contributions are not
permitted after you attain age 78 except for contributions made within the
first Contract Year. Also, if your Assured Payment Plan resulted from
application of proceeds from another INCOME MANAGER Certificate, no
subsequent contributions are permitted. For applications received under
certain types of transactions, we may offer the opportunity to lock in
Guaranteed Rates on contributions.

We may refuse to accept any contribution if the sum of all contributions
under a Certificate would then total more than $1,500,000. We may also refuse
to accept any contribution if the sum of all contributions under all
Equitable annuity distribution certificates/contracts that you own would then
total more than $2,500,000.

Allocation of Contributions

Based on the amount of your contribution, your age and sex (and the age and
sex of the joint Annuitant, if the Joint and Survivor is elected), the mode
of payment, the form of annuity and the period certain you select, your
contribution is allocated by us among the Guarantee Periods, and the Modal
Payment Portion of the Guaranteed Period Account, if applicable, and applied
to the Life Contingent Annuity. This allocation may not be changed by you.
Any subsequent contributions will be allocated by us to the Guarantee Periods
and the Life Contingent Annuity.

Payments

You may elect to receive monthly, quarterly or annual payments. However, all
payments are made on the 15th of the month. The payments to be made on an
Expiration Date during the period certain you select represent distributions
of the Maturity Values of serially maturing Guarantee Periods on their
Expiration Dates. Payments to be made monthly, quarterly or annually on dates
other than an Expiration Date represent distributions from amounts in the
Modal Payment Portion of the Guaranteed Period Account.

A $2.50 charge will be deducted from each payment made on a monthly or
quarterly basis during the period certain and under the Life Contingent
Annuity.

You may elect to receive level payments during the period certain and under
the Life Contingent Annuity. Or, you may elect to receive payments that
increase. If you elect the increasing payments, during the period certain,
payments increase by 10% every three years on each third anniversary of the
Annuity Commencement Date. After the end of the period certain, payments
continue under the Life

<PAGE>

ASSURED PAYMENT PLAN (Life Annuity with a Period Certain) (CONTINUED)

Contingent Annuity. Your first payment under the Life Contingent Annuity will
be 10% greater than the final payment under the period certain. See "Payments
After the Period Certain" below. A portion of each payment is excluded from
taxable income until the total amount of your investment in the contract has
been recovered.

Payments generally start one payment mode from the Contract Date. However,
you may elect to defer the date payments will start generally for a period of
up to 60 months. Deferral of the payment start date permits you to lock in
rates at a time when you may consider current rates to be high, while
permitting you to delay receiving payments if you have no immediate need to
receive income under your Certificate. In making this decision, you should
consider that the amount of income you purchase is based on the rates
applicable on the Transaction Date, so if rates rise during the interim, your
payments may be less than they would have been if you had purchased the
Assured Payment Plan at a later date. Deferral of the payment start date is
not available above age 80. The ability to defer the payment start date may
not be available in all states.

If your initial contribution will come from multiple sources, the payment
start date must be deferred until at least the February 15th next following
the date the last amount of the initial contribution is received.

Period Certain

If you elect level payments, you may select a period certain of not less than
7 years nor more than 15 years. The maximum period certain available based on
your age at issue of the Certificate is as follows:

<TABLE>
<CAPTION>
ISSUE AGE MAXIMUM PERIOD CERTAIN
--------- ----------------------
<S> <C>
45 through 70 15 years
71 through 75 85 less your issue age
76 through 80 10 years
81 through 83 90 less your issue age
</TABLE>

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

If you elect increasing payments, you do not have a choice as to the period
certain. Based on your age at issue of the Certificate, your period certain
will be as follows:

<TABLE>
<CAPTION>
ISSUE AGE PERIOD CERTAIN
--------- --------------
<S> <C>
59 1/2 through 70 15 years
71 through 75 12 years
76 through 80 9 years
81 through 83 6 years
</TABLE>

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

<TABLE>
<CAPTION>
PERIOD CERTAIN BASED ON
DEFERRAL PERIOD
-----------------------
1-36 37-60
ISSUE AGE MONTHS MONTHS
--------- ------ ------
<S> <C> <C>
53 1/2 through 70 12 years 9 years
71 through 75 9 years 9 years
76 through 80 6 years 6 years
81 through 83 N/A N/A
</TABLE>

Purchase Restrictions for Joint & Survivors

Under the Joint and Survivor forms: (i) the joint Annuitant must also be the
beneficiary under the Certificate (ii) for purposes of the above limitations,
we use the age of the younger Annuitant; (iii) neither you nor the joint
Annuitant can be over age 83; (iv) under level payments the Joint and 100% to
Survivor form is only available for the longest period certain permitted; and
(v) if either you or the joint Annuitant is under age 59 1/2 , only the Joint
and 100% to Survivor form is permitted.

Payments After the Period Certain

The Life Contingent Annuity continues lifetime payments if you are living at
the end of the period certain. Payments continue during your lifetime (and
the lifetime of the joint Annuitant, if applicable) on the same payment mode
and date as the payments that were made during the period certain. The
portion of your contribution applied under the Life Contingent Annuity does
not have a Cash Value or an Annuity Account Value and, therefore, does not
provide for withdrawals.

<PAGE>

ASSURED PAYMENT PLAN (Life Annuity with a Period Certain) (CONTINUED)

You may elect to have the Life Contingent Annuity provide level or increasing
payments on a Single Life or a Joint and 100% to Survivor basis. If you elect
increasing payments, your first payment under the Life Contingent Annuity
will be 10% greater than the final payment under the period certain.
Thereafter, payments will increase annually on each anniversary of the
payment start date under the Life Contingent Annuity, based on the annual
increase in the Consumer Price Index, but in no event greater than 3% per
year. The Life Contingent Annuity may also provide payments on a Joint and
one-half to Survivor or a Joint and two-third to Survivor basis.

Example of Payments

The chart below illustrates level payments for a male, age 70 who purchases
the Assured Payment Plan (Life Annuity with a Period Certain) on a single
life basis, with a single contribution of $100,000. The example also assumes
a period certain of 15 years. Based on Guaranteed Rates in effect on the
Contract Date of May 1, 1996, an election of either monthly, quarterly or
annual payments with payments starting one payment mode from the Contract
Date, the following level payments would be provided:

<TABLE>
<CAPTION>
MODE MONTHLY QUARTERLY ANNUAL
---- ------- --------- ------
<S> <C> <C> <C>
Start Date 6/15/96 8/15/96 5/15/97
Payment $ 709.01 $2,145.66 $8,833.22

</TABLE>

LUMP SUM WITHDRAWALS

After the first Contract Year, you may take a Lump Sum Withdrawal once per
Contract Year at any time during such Contract Year. You may request such
withdrawal, in an amount of at least $1,000, by submitting a written request
on a form satisfactory to us. A request to withdraw more than 90% of the Cash
Value as of the Transaction Date will result in the termination of the
Certificate and will be treated as a surrender of the Certificate for its
Cash Value. See "Surrendering the Certificates" below. Amounts withdrawn from
the Guarantee Periods, other than at the Expiration Date, will result in a
market value adjustment. See "Market Value Adjustment for Withdrawals or
Surrender Prior to the Expiration Date" in Part 2. If you take a Lump Sum
Withdrawal a portion of such Lump Sum Withdrawal may be excludable from
taxable income.

A withdrawal charge will be imposed as a percentage of the portion of each
contribution allocated to the Guarantee Period Account to the extent that a
Lump Sum Withdrawal exceeds the free corridor amount.

Free Corridor Amount

The free corridor amount is 10% of the Annuity Account Value at the
beginning of the Contract Year.

See "Withdrawal Charge" in Part 4.

ALLOCATION OF LUMP SUM WITHDRAWALS

Lump Sum Withdrawals will be taken from all remaining Guarantee Periods to
which your Annuity Account Value is allocated and the Modal Payment Portion
of the Guaranteed Period Account such that the amount of the payments and the
length of the period certain will be reduced, and the date payments under the
Life Contingent Annuity are to start will be accelerated. Additional amounts
above the amount of the requested withdrawal will be withdrawn from the
Guaranteed Period Account and applied to the Life Contingent Annuity to the
extent necessary to achieve this result. As a result, the same pattern of
payments will continue in reduced amounts for your life, and if applicable,
the life of your joint Annuitant. If you have elected increasing payments,
the first reduction in your payments will take place no later than the date
of the next planned increase.

Example

The example below illustrates the effect of a Lump Sum Withdrawal. This
example assumes a single contribution of $100,000 is paid on May 1, 1996,
which purchases level annual payments of $8,192.98 to be made on February
15th each year, for a male and female, both age 70, on a Joint and two-thirds
to Survivor basis with a period certain of 15 years. It assumes a Lump Sum
Withdrawal at the beginning of the fourth Contract Year of 25% of an Annuity
Account Value of $70,160.74 at which time the Annuitants are age 73.

The requested withdrawal amount would be $17,540.18 ($70,160.74 x .25). In
this case, $7,016.07 ($70,160.74 x .10) would be the free corridor amount and
could be withdrawn without the imposition of a withdrawal charge. The balance
$10,524.11 ($17,540.18-$7,016.07) would be considered a withdrawal of a part
of the contribution of $100,000. This contribution would be subject to a 4.0%
withdrawal charge of $420.96 ($10,524.11 x .04). The Annuity Account Value
after the withdrawal is $52,199.59 ($70,160.74-$17,540.18-$420.96). The
payments would be reduced to $6,716.15 and the remaining period certain would
be reduced to 10 years from 12.

<PAGE>

ASSURED PAYMENT PLAN (Life Annuity with a Period Certain) (CONTINUED)

DEATH BENEFIT

Before the Annuity Commencement Date

Upon receipt of proof satisfactory to us of your death before the Annuity
Commencement Date the death benefit will be paid to the beneficiary named in
your Certificate. See "Beneficiary" in Part 4. The death benefit is the
greater of (i) the Annuity Account Value and (ii) the sum of the Guaranteed
Period Amounts in each Guarantee Period, plus any amounts in the Modal
Payment Portion of the Guaranteed Period Account. However, if your spouse is
the designated beneficiary under the Certificate and you have not elected to
defer the date payments are to start, or if payments are scheduled to start
within one year under a deferral schedule, such beneficiary may elect to
receive the payments for the period certain starting on the scheduled Annuity
Commencement Date in lieu of taking the death benefit. If you have elected to
defer the date payments will start, your spouse also has to have been named
successor Annuitant/Certificate Owner in order to elect the payments in lieu
of the death benefit. Unless you have elected a Joint and Survivor form, no
payment will be made under the Life Contingent Annuity. The death benefit
payable relates only to the Guaranteed Period Account; a death benefit is
never payable under the Life Contingent Annuity.

How Payment is Made

We will pay the death benefit to the beneficiary in the form of the income
annuity option you have chosen under your Certificate. If no income annuity
option has been chosen at the time of the Annuitant's death, the beneficiary
will receive the death benefit in a lump sum. However, subject to certain
exceptions in the Certificate, Equitable Life's rules then in effect and any
other applicable requirements under the Code, the beneficiary may elect to
apply the death benefit to one or more income annuity options offered by
Equitable Life. See "Income Annuity Options" in Part 4. Such an election when
made on a timely basis, can defer otherwise taxable income. See "Death
Benefits" in Part 5. Note that only a life annuity or an annuity that does
not extend beyond the life expectancy of the beneficiary may be elected.

After the Annuity Commencement Date

If death occurs after the Annuity Commencement Date, payments will continue
to be made during the period certain to the designated beneficiary on the
same payment basis that was in effect prior to the death. If you have elected
a Joint and Survivor form, payments will be made as long as either you or the
joint Annuitant is living after the end of the period certain. The designated
beneficiary and the joint Annuitant must be the same person. In lieu of
continuing payments during the period certain, the beneficiary may elect to
receive a single sum. If a single sum is elected within one year from the
date of death, the single sum will be equal to the Annuity Account Value, or
if greater, the sum of the Guaranteed Period Amounts in each Guarantee
Period, plus any amount in the Modal Payment Portion of the Guaranteed Period
Account. After one year, the beneficiary may surrender the Certificate and
receive the Cash Value. If a single sum is elected and there is a joint
Annuitant, the date payments are to start under the Life Contingent Annuity
will be accelerated so that payments will be made in reduced amounts.

SURRENDERING THE CERTIFICATES

You may surrender the Certificate for its Cash Value at any time while it is
in effect, and thereafter receive the lifetime income provided by the Life
Contingent Annuity. See "Cash Value," in Part 4.

Once the Certificate is surrendered, the date payments are to start under the
Life Contingent Annuity will be accelerated to the date when the next payment
was to be received under the period certain and such payments will be made in
reduced amounts. Once your Certificate has been surrendered, it will be
returned to you with a notation that the Life Contingent Annuity is still in
effect. The Life Contingent Annuity cannot be surrendered.

ASSURED PAYMENT PLAN (Period Certain)

This version of the Assured Payment Plan is an annuity (available at issue
ages 59 1/2 through 78) which is designed to provide a level stream of
guaranteed payments for a period certain of not less than 7 years nor more
than 15 years. At issue ages over 70, the maximum period certain is age 85
less the issue age.

You may elect to receive monthly, quarterly or annual payments. However, all
payments are made on the 15th of the month. Payments will start one payment
mode from the Contract Date. The level payments to be made on Expiration
Dates during the period certain represent distributions of the Maturity
Values of serially maturing Guarantee Periods on their Expiration Dates.
Payments to be made monthly, quarterly or annually on dates other than an
Expiration Date represent distributions from amounts in the Modal Payment
Portion of the Guaranteed Period Account. A $2.50 charge will be deducted
from each payment made on a monthly or quarterly basis.

<PAGE>

ASSURED PAYMENT PLAN (Period Certain) (CONTINUED)

A portion of each payment will be excluded from taxable income.

During the period certain (which may also be referred to as the "liquidity
period") you have access to your Cash Value through Lump Sum Withdrawals or
surrender of the Certificate.

Contribution

Under this Assured Payment Plan your single contribution must be at least
$10,000. You may not make subsequent contributions under this plan. For
applications received under certain types of transactions, we may offer the
opportunity to lock in Guaranteed Rates on contributions.

We may refuse to accept a contribution in excess of $1,500,000. We may also
refuse to accept any contribution if the sum of all contributions under all
Equitable annuity distribution certificates/contracts that you own would then
total more than $2,500,000.

Allocation of Contribution

Based on the amount of your contribution and the period certain you select,
your contribution is allocated by us among the Guarantee Periods and the
Modal Payment Portion of the Guaranteed Period Account, if applicable, and
may not be changed by you, such that you are assured a level stream of
periodic payments.

The following example illustrates a ten year level stream of annual payments,
each in the amount of $10,000, purchased on May 1, 1996 with the first
payment on February 15, 1997. To achieve this result, a single contribution
of $75,320.04 is required, and is allocated among the Guarantee Periods as
indicated below.

<TABLE>
<CAPTION>
FEBRUARY
15TH,
OF CALENDAR PRICE PER $100 OF ALLOCATION OF
YEAR PAYMENT MATURITY VALUE CONTRIBUTION
---- ------- -------------- ------------
<S> <C> <C> <C>
1997 10,000 $96.53 $ 9,653.39
1998 10,000 91.37 9,136.69
1999 10,000 86.40 8,640.06
2000 10,000 81.59 8,158.53
2001 10,000 76.93 7,692.78
2002 10,000 72.32 7,231.70
2003 10,000 67.82 6,781.62
2004 10,000 64.19 6,419.17
2005 10,000 59.98 5,998.32
2006 10,000 56.08 5,607.79
Total $75,320.04
</TABLE>

LUMP SUM WITHDRAWALS

After the first Contract Year, you may take a Lump Sum Withdrawal once per
Contract Year at any time during such Contract Year. You may request such
withdrawal by submitting a written request on a form satisfactory to us. The
minimum amount of a Lump Sum Withdrawal is the greater of $2,000 and 25% of
the Cash Value. A request to withdraw more than 90% of the Cash Value as of
the Transaction Date will result in the termination of the Certificate and
will be treated as a surrender of the Certificate for its Cash Value. See
"Surrendering the Certificates to Receive the Cash Value" below. Amounts
withdrawn from the Guarantee Periods other than at the Expiration Date, will
result in a market value adjustment. See "Market Value Adjustment for
Withdrawals or Surrender Prior to the Expiration Date" in Part 2. Lump Sum
Withdrawals may be subject to a withdrawal charge. See "Withdrawal Charge" in
Part 4. There is no free corridor amount. If you take a Lump Sum Withdrawal a
portion of such Lump Sum Withdrawal may be excludable from taxable income.

ALLOCATION OF LUMP SUM WITHDRAWALS

Lump Sum Withdrawals will be taken pro rata from all unmatured Guarantee
Periods and the Modal Payment Portion of the Guaranteed Period Account so
that periodic payments will continue in reduced level amounts over the
remaining term of the period certain.

DEATH BENEFIT

Before the Annuity Commencement Date

Upon receipt of proof satisfactory to us of your death before the Annuity
Commencement Date, we will pay the death benefit described under "Assured
Payment Plan (Life Annuity with a Period Certain)," "Death Benefit" above.

After the Annuity Commencement Date

If death occurs after the Annuity Commencement Date, payments will continue
to be made to the designated beneficiary on the same payment basis that was
in effect prior to your death. See "Beneficiary" in Part 4. At the
beneficiary's option, payments may be discontinued and paid in a single sum.
If the single sum is elected within one year of your death, the single sum
will be equal to the Annuity Account Value, or if greater, the sum of the
Guaranteed Period Amounts in each Guarantee Period, plus any amounts in the
Modal Payment Portion of the Guaranteed Period Account. After the one year
period, the beneficiary may surrender the Certificate and receive the Cash
Value.

<PAGE>

PART 4: OTHER PROVISIONS OF THE CERTIFICATES AND SERVICES
WE PROVIDE

The provisions of your Certificate may be restricted by applicable laws or
regulations.

METHODS OF PAYMENT

Contributions are credited as of the Transaction Date.

Wire Transmittals

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

After your Certificate has been issued, subsequent contributions under the
Assured Payment Plan (Life Annuity with a Period Certain) may be transmitted
by wire.

FREE LOOK PERIOD

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

Your refund will equal the Annuity Account Value reflecting any positive or
negative market value adjustment, through the date we receive your
Certificate at our Processing Office. Under the Assured Payment Plan (Life
Annuity with a Period Certain) your refund will also include any amount
applied to the Life Contingent Annuity. Some states may require that we
calculate the refund differently.

We follow these same procedures if you change your mind before a Certificate
has been issued, but after a contribution has been made. See "Part 5: Tax
Aspects of the Certificates" for possible consequences of canceling your
Certificate during the free look period.

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

BENEFICIARY

You designate the beneficiary at the time you apply for the Certificate.
While the Certificate is in effect, you may change your beneficiary by
writing to our Processing Office. The change will be effective on the date
the written submission was signed.

CASH VALUE

The Cash Value under the Certificate reflects any upward or downward market
value adjustment. See "Part 2: The Guaranteed Period Account." On any

<PAGE>

date while the Certificate is in effect, the Cash Value is equal to the
Annuity Account Value less any withdrawal charge. The free corridor amount
will not apply when calculating the withdrawal charge applicable upon a
surrender. See "Withdrawal Charge" below.

SURRENDERING THE CERTIFICATES TO RECEIVE THE CASH VALUE

You may surrender a Certificate to receive the Cash Value at any time while
the Annuitant is living and the Certificate is in effect. See "Cash Value,"
above.

For a surrender to be effective, we must receive your written request and the
Certificate at our Processing Office. The Cash Value will be determined on
the Transaction Date. All benefits under the Certificate (other than Life
Contingent Annuity benefits) will be terminated as of that date. See
"Surrendering the Certificates" in Part 3. We will usually pay the Cash Value
in a single sum payment within seven calendar days, but we may delay payment
as described in "When Payments are Made" below.

For the tax consequences of surrenders, see "Part 5: Tax Aspects of the
Certificates."

INCOME ANNUITY OPTIONS

If you die before the Annuity Commencement Date, the beneficiary may elect to
apply the death benefit to an income annuity option.

Annuity Forms

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

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

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

The Certificate offers the income annuity options outlined above in fixed
form. Fixed annuity payments are guaranteed by us and will be based on the
tables of guaranteed annuity payments in your Certificate or on our then
current annuity rates, whichever is more favorable for the Annuitant.

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

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

WHEN PAYMENTS ARE MADE

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

ASSIGNMENT

Certificates purchased under the Assured Payment Plan may not be assigned.

DISTRIBUTION OF THE CERTIFICATES

<PAGE>

is registered with the SEC as a broker-dealer under the Exchange Act and is a
member of the National Association of Securities Dealers, Inc. EDI's
principal business address is 787 Seventh Avenue, New York, New York 10019.
For 1995, EDI was paid a fee of $126,914 for its services under its
"Distribution Agreement" with Equitable Life.

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

WITHDRAWAL CHARGE

A withdrawal charge for Lump Sum Withdrawals will be imposed as a percentage
of the portion of each contribution allocated to the Guaranteed Period
Account as discussed under "Lump Sum Withdrawals" in Part 3, or if the
Certificate is surrendered to receive the Cash Value. We determine the
withdrawal charge separately for each contribution in accordance with the
table below.

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

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

The withdrawal charge is deducted from the Guaranteed Period Account in
proportion to the amount being withdrawn from each Guarantee Period and the
Modal Payment Portion of the Guaranteed Period Account.

The withdrawal charge is to help cover sales expenses. This charge will not
be increased for the life of the Certificates. We may reduce this charge
under group or sponsored arrangements. See "Group or Sponsored Arrangements"
below.

AMOUNTS APPLIED FROM OTHER
INCOME MANAGER CERTIFICATES

Life Annuity with a Period Certain

A Certificate Owner of certain other INCOME MANAGER Certificates that we
offer may apply the Annuity Account Value to purchase the Assured Payment
Plan (Life Annuity with a Period Certain) provided the issue age and payment
restrictions for the Assured Payment Plan are met. If the Annuity Account
Value is applied from another INCOME MANAGER Certificate to purchase the
Assured Payment Plan at a time when the dollar amount of the withdrawal
charge is greater than 2% of remaining contributions (after withdrawals),
such withdrawal charge will not be deducted. However, a new withdrawal charge
schedule will apply under the Assured Payment Plan. For purposes of the
Assured Payment Plan withdrawal charge schedule, the year in which your
Annuity Account Value is applied under the Assured Payment Plan will be
"Contract Year 1." If the Annuity Account Value is applied from such other
Certificate when the dollar amount of the withdrawal charge is 2% or less,
there will be no withdrawal charge schedule under the Assured Payment Plan.
You should consider the timing of your purchase as it relates to the
potential for withdrawal charges under the Assured Payment Plan.

Period Certain

A Certificate Owner of certain other INCOME MANAGER Certificates may apply
the Annuity Account Value to purchase this Assured Payment Plan once
withdrawal charges are no longer in effect under such other INCOME MANAGER
Certificates. No withdrawal charges will apply under the Assured Payment Plan
Certificate.

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

CHARGES FOR STATE PREMIUM AND OTHER
APPLICABLE TAXES

Generally, we deduct a charge for applicable taxes, such as state or local
premium taxes, from your

<PAGE>

contribution(s). The current tax charge that might be imposed varies by state
and ranges from 0% to 3.5% (the rate is 1% in Puerto Rico and 5% in the
Virgin Islands).

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the withdrawal
charge or change the minimum contribution requirements. We may increase
Guaranteed Rates for the Guarantee Periods and reduce purchase rates for the
Life Contingent Annuity. Group arrangements include those in which a trustee
or an employer, for example, purchases contracts covering a group of
individuals on a group basis. Sponsored arrangements include those in which
an employer allows us to sell Certificates to its employees or retirees on an
individual basis.

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

OTHER DISTRIBUTION ARRANGEMENTS

The withdrawal charge may be reduced or eliminated when sales are made in a
manner that results in savings of sales and administrative expenses, such as
sales through persons who are compensated by clients for recommending
investments and receive no commission or reduced commissions in connection
with the sale of the Certificates. In no event will a reduction or
elimination of the withdrawal charge be permitted where it would be unfairly
discriminatory.

<PAGE>

PART 5: TAX ASPECTS OF THE CERTIFICATES

This prospectus generally covers our understanding of the current Federal
income tax rules that apply to an annuity purchased with after-tax dollars
(non- qualified annuity).

TAX CHANGES

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

TAXATION OF NON-QUALIFIED ANNUITIES

Equitable Life has designed the Assured Payment Plan Certificates to qualify
as an "annuity" for purposes of Federal income tax law. Annuity contract
payments are taxable as ordinary income and are subject to income tax
withholding. See "Federal and State Income Tax Withholding" below. Gains in
the Annuity Account Value of the Certificate generally will not be taxable to
an individual until a distribution occurs, either by a withdrawal of part or
all of its value or as a series of periodic payments. However, there are some
exceptions to this rule: (1) if an individual transfers a Certificate as a
gift to someone other than a spouse (or divorced spouse), any gain in its
Annuity Account Value will be taxed at the time of transfer; (2) the
assignment or pledge of any portion of the value of a Certificate will be
treated as a distribution of that portion of the Certificate; and (3) when an
insurance company (or its affiliate) issues more than one non-qualified
deferred annuity certificate or contract during any calendar year to the same
taxpayer, the certificates or contracts are required to be aggregated in
computing the taxable amount of any distribution. The Assured Payment Plan
(Life Annuity with a Period Certain) will be treated as a non-qualified
deferred annuity if annuity payments start after 12 months of the Contract
Date.

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

Withdrawals

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

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

You should discuss with your tax adviser the effect of any surrender or
withdrawal under an Assured Payment Plan.

Annuity Payments

Once annuity payments begin (whether under one of the Assured Payment Plans
or under an income annuity option), a portion of each payment is considered
to be a tax-free recovery of investment based on the ratio of the investment
to the expected return under the Certificate. The remainder of each payment
will be taxable. In the case of a life annuity, after the total investment in
the contract has been recovered, future payments are fully taxable. If
payments cease as a result of death, a deduction for any unrecovered
investment will be allowed.

Taxation of Lump Sum Withdrawals Made After Payments Have Commenced

If your Lump Sum Withdrawal terminates all periodic payments due, it will be
taxable as a complete

<PAGE>

surrender as discussed above. If you make a Lump Sum Withdrawal under one of
the Assured Payment Plans which does not terminate all periodic payments due,
then a portion of the remaining reduced payments will be eligible for
tax-free recovery of investment. Also, a portion of such Lump Sum Withdrawal
may be excludable from taxable income. You should discuss with your tax
adviser the taxation of any surrender or withdrawal of Cash Value.

Penalty Tax

In addition to income tax, a penalty tax of 10% applies to the taxable
portion of a distribution unless the distribution is (1) made on or after the
date you attain age 59 1/2 , (2) made on or after your death, (3)
attributable to your disability, (4) is part of a series of substantially
equal installments as an annuity for your life (or life expectancy) or the
joint lives (or joint life expectancies) of you and a beneficiary, (5) with
respect to income allocable to amounts contributed to an annuity certificate
or contract prior to August 14, 1982 which are transferred to the Certificate
in a tax-free exchange, or (6) payments under an immediate annuity. An
immediate annuity is generally an annuity which commences payments within one
year from purchase and provides for a series of substantially equal periodic
payments made at least annually.

Periodic annuity payments made to an individual under age 59 1/2 from the
Assured Payment Plan (Life Annuity with a Period Certain) should qualify for
the "substantially equal periodic payments for life" exception under (4)
above. However, this exception may not apply if the individual takes a Lump
Sum Withdrawal, surrenders the Certificate or changes the payment pattern in
any way. Once you begin receiving Assured Payment Plan payments and you are
under age 59 1/2 , the payments should not be stopped or changed until the
later of your attaining age 59 1/2 or five years after the date of the first
payment, or the penalty tax, including an interest charge for the prior
penalty avoidance, may apply. Also, it is possible that the IRS could view
any additional withdrawal you take from your Certificate as changing the
pattern of substantially equal payments for purposes of determining whether
the penalty applies.

Death Benefits

If, as a result of the Annuitant's death, the beneficiary is entitled to
receive the death benefit described in Part 3, the beneficiary is generally
subject to the same tax treatment as would apply to you. If the beneficiary
takes the death benefit in a single sum, the beneficiary is treated as if the
Certificate had been surrendered. The tax computation will reflect your
investment in the Certificate.

If the beneficiary elects to take the death benefit in the form of a life
income or installment option, the election should be made within 60 days
after the day on which a single sum death benefit first becomes payable and
before any benefit is actually paid. The taxable income that would otherwise
occur, will be deferred, and payments will be taxed as described above under
"Annuity Payments."

FEDERAL AND STATE INCOME TAX
WITHHOLDING

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

<PAGE>

from Federal income tax withholding, unless the recipient specifies a
different choice of withholding exemptions. A withholding election may be
revoked at any time and remains effective until revoked. If a recipient fails
to provide a correct taxpayer identification number, withholding is made as
if the recipient is single with no exemptions.

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

OTHER WITHHOLDING

If we believe a benefit may be subject to generation skipping tax we may be
required to withhold for such tax unless we receive acceptable written
confirmation that no such tax is payable.

SPECIAL RULES FOR CERTIFICATES ISSUED IN PUERTO RICO

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

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

<PAGE>

PART 6: INDEPENDENT ACCOUNTANTS

<PAGE>

APPENDIX: MARKET VALUE ADJUSTMENT EXAMPLE

(2) Guaranteed Period Amount ............... 131,080 131,080

(3) Market Value Adjustment: (1)-(2) ...... 12,968 (11,593)

February 15, 2001 (After Withdrawal)
- -------------------------------------------
(4) Portion of (3) Associated
with Withdrawal: (3) x [$50,000 / (1)] . $ 4,501 $ (4,851)

(5) Reduction in Guaranteed
Period Amount: [$50,000-(4)] ........... 45,499 54,851

(6) Guaranteed Period Amount: (2)-(5) ..... 85,581 76,229

(7) Maturity Value ......................... 120,032 106,915

(8) Present Value of (7), also
Annuity Account Value .................. 94,048 69,487

</TABLE>

<PAGE>

INCOME MANAGERSM
PROSPECTUS FOR
ASSURED GROWTH PLAN
DATED MAY 1, 1996
-----------------
ANNUITY CERTIFICATES
Issued By:
The Equitable Life Assurance Society of the United States
- -------------------------------------------------------------------------------
This prospectus describes certificates The Equitable Life Assurance Society
of the United States (EQUITABLE LIFE, WE, OUR and US) offers under an annuity
contract (ASSURED GROWTH PLAN) issued on a group basis or as individual
contracts. Enrollment under a group contract will be evidenced by issuance of
a certificate. Certificates and individual contracts each will be referred to
as "Certificates." Assured Growth Plan Certificates are used for after-tax
contributions to a non-qualified annuity. A minimum contribution of $10,000
is required to put a Certificate into effect.

The Assured Growth Plan is designed to provide retirement income at a future
date. The Owner (CERTIFICATE OWNER, YOU and YOUR) can choose to have amounts
accumulate on a tax-deferred basis until a later date, by investing in any or
all of the available GUARANTEE PERIODS.

Amounts allocated to a Guarantee Period accumulate on a fixed basis and are
credited with interest at a rate we set (GUARANTEED RATE) for the entire
period. On each business day (BUSINESS DAY) we will determine the Guaranteed
Rates available for amounts newly allocated to Guarantee Periods. A market
value adjustment (positive or negative) will be made for withdrawals,
transfers, surrender and certain other transactions from a Guarantee Period
before its expiration date (EXPIRATION DATE). The Guarantee Periods currently
available are those maturing in calendar years 1997 through 2006.

Under the Assured Growth Plan when you are ready to start receiving income,
you may choose from a variety of payout options, including the Assured
Payment Plan and other fixed annuities.

This prospectus provides information about the Assured Growth Plan that
prospective investors should know before investing. You should read it
carefully and retain it for future reference.

A registration statement relating to interests under the Guarantee Periods
has been filed with the Securities and Exchange Commission (SEC).

<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Equitable Life's Annual Report on Form 10-K for the year ended December
31, 1995 is incorporated herein by reference.

<PAGE>

PROSPECTUS TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
GENERAL TERMS PAGE 4

PART 1: SUMMARY PAGE 5
What is the INCOME MANAGER? 5
Guarantee Periods 5
Contributions 5
Transfers 5
Withdrawals 5
Death Benefit 5
Withdrawal Charge 5
Free Look Period 5
Services We Provide 6
Surrendering the Certificates 6
Income Annuity Options 6
Taxes 6
Charges for State Premium and Other
Applicable Taxes 6
Equitable Life 6

PART 2: THE GUARANTEED PERIOD ACCOUNT PAGE 7
Guarantee Periods 7
Market Value Adjustment for
Transfers, Withdrawals or Surrender
Prior to the Expiration Date 8
Investments 8

PART 3:PROVISIONS OF THE CERTIFICATES
AND SERVICES WE PROVIDE PAGE 10
Availability of the Certificates 10
Contributions Under the Certificates 10
Methods of Payment 10
Allocation of Contributions 10
Free Look Period 11
Annuity Account Value 11
Transfers 11
Options at Expiration Date of a Guarantee
Period 11
Withdrawals 12
Death Benefit 13
When the Certificate Owner Dies Before
the Annuitant 13
Cash Value 13
Surrendering the Certificates to Receive
the Cash Value 13
Income Annuity Options 13
When Payments Are Made 15
Assignment 15
Distribution of the Certificates 15
Withdrawal Charge 15
Charges for State Premium and Other
Applicable Taxes 16
Group or Sponsored Arrangements 16
Other Distribution Arrangements 16

PART 4: TAX ASPECTS OF THE CERTIFICATES PAGE 17
Tax Changes 17
Taxation of Non-Qualified Annuities 17
Federal and State Income Tax
Withholding 18
Other Withholding 18
Special Rules for Certificates Issued in
Puerto Rico 18
Transfers Among Guarantee Periods 19

PART 5:INDEPENDENT ACCOUNTANTS PAGE 20

APPENDIX: MARKET VALUE ADJUSTMENT
EXAMPLE PAGE 21
</TABLE>

<PAGE>

GENERAL TERMS

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

ANNUITY ACCOUNT VALUE--The sum of the present value of the Maturity Value in
each Guarantee Period. See "Annuity Account Value" in Part 3.

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

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

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

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

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

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

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

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

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

GUARANTEED PERIOD AMOUNT--The term used to refer to the amount allocated to
and accumulated in each Guarantee Period.

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

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

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

<PAGE>

PART 1: SUMMARY

WHAT IS THE INCOME MANAGER?

The INCOME MANAGER is a family of annuities designed to provide for
retirement income. The Assured Growth Plan is a non-qualified deferred
annuity designed to provide retirement income at a future date through the
investment of funds on an after-tax basis. The Assured Growth Plan features a
series of Guarantee Periods providing guaranteed interest. The Assured Growth
Plan may not be available in all states.

You design your own program by selecting one or more of the Guarantee Periods
and allocating your contributions among them. Amounts accumulate on a
tax-deferred basis until amounts are withdrawn or distributions become
payable. You can decide when and if to apply amounts to the INCOME MANAGER
Assured Payment Plan annuity or to elect a fixed income annuity option.

GUARANTEE PERIODS

Guarantee Periods maturing on February 15th in each of calendar years 1997
through 2006 are available.

CONTRIBUTIONS

To put a Certificate into effect, you must make a contribution of at least
$10,000. You may make subsequent contributions of at least $1,000.

TRANSFERS

Prior to the Annuity Commencement Date, you may transfer funds among the
Guarantee Periods once per quarter during each Contract Year. Transfers may
result in a market value adjustment. Transfers among Guarantee Periods are
not taxable.

WITHDRAWALS

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

o Principal Assurance Withdrawals--Principal Assurance Withdrawals are
designed to provide you with (i) level annual withdrawals in the
calendar years that you select, plus (ii) a Maturity Value equal to your
original contribution in the last calendar year that you select. You
select a calendar year in which you wish to receive the last withdrawal.
Such year must not be later than ten years nor earlier than seven years
after the year of election. You also select the year in which the
withdrawals will begin. Such withdrawals must be for a period of at
least five consecutive years.

Lump Sum Withdrawals may be subject to a withdrawal charge and may result in
a market value adjustment. Both Lump Sum Withdrawals and Principal Assurance
Withdrawals may be taxable and if you are under age 59 1/2 , subject to tax
penalty.

DEATH BENEFIT

If the Annuitant and successor Annuitant, if any, die before the Annuity
Commencement Date, the Certificate provides a death benefit. The beneficiary
will be paid the death benefit which is the greater of the Annuity Account
Value and the sum of the Guaranteed Period Amounts in each Guarantee Period.

WITHDRAWAL CHARGE

A withdrawal charge is imposed as a percentage of each contribution made to
the extent that a Lump Sum Withdrawal exceeds the 10% free corridor amount,
or if the Certificate is surrendered to receive its Cash Value. While
Principal Assurance Withdrawals are in effect, a withdrawal charge, if any,
will apply to all Lump Sum Withdrawals. We determine the withdrawal charge
separately for each contribution in accordance with the table below.

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

FREE LOOK PERIOD

You have the right to examine the Assured Growth Plan Certificate for a
period of 10 days after you receive it, and to return it to us for a refund.
You may cancel it by sending it to our Processing Office. Your refund will
equal the Annuity Account Value reflect-

<PAGE>

ing any positive or negative market value adjustment, through the date we
receive your Certificate at our Processing Office.

SERVICES WE PROVIDE

O REGULAR REPORTS

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

o Three additional reports of your Certificate values each year;

o Written confirmation of financial transactions.

O TOLL-FREE TELEPHONE SERVICES

O PROCESSING OFFICE

o FOR CONTRIBUTIONS SENT BY REGULAR MAIL:

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

o FOR CONTRIBUTIONS SENT BY EXPRESS MAIL:

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

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

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

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

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

SURRENDERING THE CERTIFICATES

INCOME ANNUITY OPTIONS

The Assured Growth Plan Certificates provide the INCOME MANAGER Assured
Payment Plan annuities and income annuity options to which amounts may be
applied at the Annuity Commencement Date. The income annuity options, and the
Assured Payment Plan, are offered on a fixed basis. The Assured Payment Plan
Certificates are described in another prospectus of ours.

TAXES

CHARGES FOR STATE PREMIUM AND OTHER
APPLICABLE TAXES

EQUITABLE LIFE

Equitable Life is a wholly owned subsidiary of The Equitable Companies
Incorporated (the Holding Company). The largest stockholder of the Holding
Company is AXA S.A. AXA beneficially owns 60.6% of the outstanding shares of
common stock of the Holding Company plus 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, a French company, is a holding company for an international group
of insurance and related financial service companies.

<PAGE>

PART 2: THE GUARANTEED PERIOD ACCOUNT

GUARANTEE PERIODS

Guarantee Periods and Expiration Dates

We currently offer Guarantee Periods ending on February 15th for each of the
maturity years 1997 through 2006. As Guarantee Periods expire, we expect to
add maturity years so that generally 10 are available at any time.

See "Allocation Restrictions" in Part 3 for limitations on allocation to
Guarantee Periods based on Annuitant's age.

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

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

o The Guaranteed Rate is 3%.

o The Guarantee Period has an Expiration Date beyond the February 15th
immediately following the Annuity Commencement Date.

Guaranteed Rates and Price Per $100 of Maturity Value

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

Guaranteed Rates for new allocations as of May 1, 1996 and the related price
per $100 of Maturity Value for each currently available Guarantee Period were
as follows:

Allocation Among Guarantee Periods

<PAGE>

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

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

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

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

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

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

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

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

INVESTMENTS

Amounts allocated to Guarantee Periods will be held in a "nonunitized"
separate account established by Equitable Life under the laws of New York.
This separate account provides an additional measure of assurance that full
payment of amounts due under the Guarantee Periods will be made. Under the
New York Insurance Law, the portions of the separate account's assets equal
to the reserves and other contract liabilities relating to the Certificates
are not chargeable with liabilities arising out of any other business we may
conduct.

<PAGE>

may, subject to applicable state law, transfer all assets allocated to the
separate account to its general account. Regardless of whether assets
supporting Guaranteed Period Accounts are held in a separate account or our
general account, all benefits relating to the Annuity Account Value in the
Guaranteed Period Account are guaranteed by Equitable Life.

General Account

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

<PAGE>

PART 3: PROVISIONS OF THE CERTIFICATES AND SERVICES WE PROVIDE

The provisions of your Certificate may be restricted by applicable laws and
regulations.

AVAILABILITY OF THE CERTIFICATES

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

CONTRIBUTIONS UNDER THE CERTIFICATES

Your initial contribution must be at least $10,000. You may make subsequent
contributions in an amount of at least $1,000. Subsequent contributions may
no longer be made once the Annuitant reaches age 78.

We may refuse to accept any contribution if the sum of all contributions
received under a Certificate would then total more than $1,500,000. We may
also refuse to accept any contribution if the sum of all contributions under
all Equitable annuity accumulation certificates/contracts that you own would
then total more than $2,500,000.

METHODS OF PAYMENT

Contributions are credited as of the Transaction Date.

Wire Transmittals

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

ALLOCATION OF CONTRIBUTIONS

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

Self-Directed Allocation

You design your own investment program by allocating your contributions among
the Guarantee Periods in any way you choose. We allocate your initial
contribution among the Guarantee Periods according to your instructions. You
must provide allocation instructions for each subsequent contribution. If we
do not receive subsequent instructions from you, your entire subsequent
contribution will be allocated to the Guarantee Period with the earliest
Expiration Date. You may choose to invest in one or up to all available
Guarantee Periods at the same time. Allocations must be in whole percentages,
and are subject to the restrictions under "Guarantee Periods and Expiration
Dates" in Part 2 and other restrictions described below.

<PAGE>

Principal Assurance Withdrawals Allocation

If you elect this option, we will allocate your initial contribution for you
among serially maturing Guarantee Periods based on selections that you make.
See "Principal Assurance Withdrawals" below.

Allocation Restrictions

Allocations to Guarantee Periods are limited for Annuitants ages 71 and above
as follows: For ages 71 through 74, allocations may not be made to a
Guarantee Period with a maturity year that would exceed the year in which the
Annuitant will attain age 80. For Annuitants ages 75 and above, allocations
may be made only to Guarantee Periods with maturities of five years or less;
however, in no event may allocations be made to Guarantee Periods with
maturities beyond the February 15th immediately following the Annuity
Commencement Date.

FREE LOOK PERIOD

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

We follow these same procedures if you change your mind before a Certificate
has been issued, but after a contribution has been made. See "Part 4: Tax
Aspects of the Certificates" for possible consequences of canceling your
Certificate during the free look period.

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

ANNUITY ACCOUNT VALUE

TRANSFERS

Prior to the Annuity Commencement Date, you may transfer funds among the
Guarantee Periods once per quarter during each Contract Year. Such transfers
may be made at any time during each quarter. Transfers are subject to the
restrictions above and as set forth under "Guarantee Periods and Expiration
Dates" in Part 2.

A transfer request will be effective on the Transaction Date and transfers
from a Guarantee Period, other than on the Expiration Date, will result in a
market value adjustment (either positive or negative) as of the Transaction
Date. All transfers among the Guarantee Periods will be confirmed in writing.

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

OPTIONS AT EXPIRATION DATE OF A
GUARANTEE PERIOD

We will notify you on or before December 31st prior to the Expiration Date of
each Guarantee Period in which you have any Guaranteed Period Amount. You may
elect one of the following options to be effective at the Expiration Date,
subject to the restrictions set forth under "Guarantee Periods and Expiration
Dates" in Part 2 and "Allocation Restrictions" above:

(a) to transfer the Maturity Value into any Guarantee Period we are then
offering; or

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

If we have not received your election as of the Expiration Date, the Maturity
Value in the expired

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Guarantee Period will be transferred into the Guarantee Period with the
earliest Expiration Date.

WITHDRAWALS

The Assured Growth Plan is an annuity contract, even though you may elect to
receive your benefits in a non-annuity form. You may withdraw funds from your
Certificate before the Annuity Commencement Date and while the Annuitant is
alive. You may withdraw an amount equal to the 10% free corridor amount
without incurring a withdrawal charge.

Withdrawals may be taxable and subject to tax penalty (as a deterrent to
early withdrawal, generally prior to age 59 1/2 ). We may also be required to
withhold income taxes from the amount distributed. See "Part 4: Tax Aspects
of the Certificates."

The methods for withdrawing funds under the Assured Growth Plan are listed
below.

o LUMP SUM WITHDRAWALS--After the first Contract Year, you may take one
Lump Sum Withdrawal per Contract Year at any time during such Contract
Year in an amount of at least $1,000.

A request to withdraw more than 90% of the Cash Value as of the Transaction
Date will result in the termination of the Certificate and will be treated
as a surrender of the Certificate for its Cash Value. See "Surrendering the
Certificates to Receive the Cash Value" below.

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

o PRINCIPAL ASSURANCE WITHDRAWALS--This option is designed to provide you
with (i) level annual withdrawals for calendar years that you select,
plus (ii) a Maturity Value equal to your original contribution in the
last calendar year that you select. To achieve this result, you select a
calendar year in which you wish to receive the last withdrawal. Such
year must not be later than ten years nor earlier than seven years from
the year of your election. You also select the year in which the
withdrawals will begin. However, such withdrawals must be for a period
of at least five consecutive years. Principal Assurance Withdrawals are
not available where the Annuitant's age is 74 or above.

If Principal Assurance Withdrawals are elected at issue of the Certificate,
based on the above information and the amount of your initial contribution,
your entire contribution will be allocated by us. A portion of such
contribution will be allocated among Guarantee Periods serially maturing in
the years you select, including the last year. The level annual withdrawals
represent distributions of the Maturity Values of these serially maturing
Guarantee Periods on their Expiration Dates. An additional amount is
allocated to the Guarantee Period with an Expiration Date in the last
calendar year. This represents the balance of your initial contribution.
The Maturity Value in this Guarantee Period on the Expiration Date will
equal your initial contribution plus your final level annual withdrawal.
You have the option of withdrawing or transferring the amount which is
equal to your initial contribution to another Guarantee Period available at
that time.

If Principal Assurance Withdrawals are elected at any time after issue of
the Certificate, based on the information you provide as described above,
your entire Annuity Account Value will be allocated by us among the
Guarantee Periods.

You may elect Principal Assurance Withdrawals at any time by submitting a
request satisfactory to us. Principal Assurance Withdrawals will be
terminated if: (i) you cancel these withdrawals at any time by sending a
written request satisfactory to us; (ii) you request a transfer of your
Annuity Account Value which was allocated under the Principal Assurance
Withdrawals option; or (iii) you make a Lump Sum Withdrawal.

Any subsequent contributions you make while under Principal Assurance
Withdrawals will be allocated to the Guarantee Period with the latest
Expiration Date you have elected. Alternatively, you may elect to have your
subsequent contributions allocated to any one or more Guarantee Periods
with Expiration Dates beyond the last calendar year you selected for your
Principal Assurance Withdrawals. For any subsequent contribution equal to
$10,000 or more, you may request to have your Principal Assurance
Withdrawals redesigned.

Principal Assurance Withdrawals are not subject to a withdrawal charge.

<PAGE>
DEATH BENEFIT

When the Annuitant Dies

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

The death benefit is equal to the Annuity Account Value, or if greater, the
sum of the Guaranteed Period Amounts in each Guarantee Period. See "Guarantee
Periods" in Part 2.

How Payment is Made

We will pay the death benefit to the beneficiary in the form of the income
annuity option you have chosen under your Certificate. If no income annuity
option has been chosen at the time of the Annuitant's death, the beneficiary
will receive the death benefit in a lump sum. However, subject to certain
exceptions in the Certificate, Equitable Life's rules then in effect and any
other applicable requirements under the Code, the beneficiary may elect to
apply the death benefit to one of our Assured Payment Plans or to one or more
income annuity options offered by Equitable Life. See "Income Annuity
Options" below. Such an election when made on a timely basis, can defer
otherwise taxable income. See "Death Benefits" in Part 4. Note that if you
are both the Certificate Owner and the Annuitant, only a life annuity or an
annuity that does not extend beyond the life expectancy of the beneficiary
may be elected.

Successor Annuitant

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

WHEN THE CERTIFICATE OWNER DIES
BEFORE THE ANNUITANT

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

CASH VALUE

The Cash Value under the Certificate reflects any upward or downward market
value adjustment. See "Part 2: The Guaranteed Period Account." On any date
while the Certificate is in effect, the Cash Value is equal to the Annuity
Account Value less any withdrawal charge. The free corridor amount will not
apply when calculating the withdrawal charge applicable upon a surrender. See
"Surrendering the Certificates to Receive the Cash Value," and "Withdrawal
Charge" below.

SURRENDERING THE CERTIFICATES TO
RECEIVE THE CASH VALUE

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

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

For the tax consequences of surrenders, see "Part 4: Tax Aspects of the
Certificates." The 10% free corridor amount is not applicable to a surrender.

INCOME ANNUITY OPTIONS

Income annuity options provide periodic payments over a specified period of
time which may be fixed or

<PAGE>
may be based on the Annuitant's life. Annuitization payments are calculated
as of the Annuity Commencement Date, which is on file with our Processing
Office. You can change the Annuity Commencement Date by writing to our
Processing Office any time before the Annuity Commencement Date. However, you
may not choose a date later than the 28th day of any month. Also, no Annuity
Commencement Date will be later than the February 15th which follows the
Contract Date anniversary following the Annuitant's 85th birthday.

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

Annuity Forms

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

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

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

For all Annuitants, the normal form of annuity provides for fixed payments.
We may offer other forms not outlined here.

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

ASSURED PAYMENT PLAN

The Assured Payment is one of the series of INCOME MANAGER annuities which
offers both income and access to the Cash Value. If you are the Owner and
Annuitant of an Assured Growth Plan Certificate, you may at any time apply
your Annuity Account Value to purchase the Assured Payment Plan (Life Annuity
with a Period Certain), provided you meet the issue age and payment
restrictions for an Assured Payment Plan. If the Annuity Account Value is
applied from an Assured Growth Plan Certificate to purchase the Assured
Payment Plan at a time when the dollar amount of the withdrawal charge is
greater than 2% of remaining contributions (after withdrawals), such
withdrawal charge

<PAGE>

will not be deducted. However, a new withdrawal charge schedule will apply
under the Assured Payment Plan. For purposes of the Assured Payment Plan
withdrawal charge schedule, the year in which your Annuity Account Value is
applied under the Assured Payment Plan will be "Contract Year 1." If the
Annuity Account Value is applied from the Assured Growth Plan when the dollar
amount of the withdrawal charge is 2% or less, there will be no withdrawal
charge schedule under the Assured Payment Plan. You should consider the
timing of your purchase as it relates to the potential for withdrawal charges
under the Assured Payment Plan. No subsequent contributions will be permitted
under the Assured Payment Plan Certificate.

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

The Assured Payment Plan (Life Annuity with a Period Certain) and Assured
Payment Plan (Period Certain) are described in our Prospectus for the Assured
Payment Plan, dated May 1, 1996. Copies are available from your registered
representative.

To purchase an Assured Payment Plan we require the return of your Assured
Growth Plan Certificate. An Assured Payment Plan Certificate will be issued
putting the Assured Payment Plan into effect.

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

WHEN PAYMENTS ARE MADE

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

ASSIGNMENT

DISTRIBUTION OF THE CERTIFICATES

Equitable Distributors, Inc. (EDI), an indirect wholly owned subsidiary of
Equitable Life, has responsibility for sales and marketing functions and may
be deemed to be the distributor of the Certificates. EDI is registered with
the SEC as a broker-dealer under the Exchange Act and is a member of the
National Association of Securities Dealers, Inc. EDI's principal business
address is 787 Seventh Avenue, New York, New York 10019. For 1995, EDI was
paid a fee of $126,914 for its services under its "Distribution Agreement"
with Equitable Life.

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

WITHDRAWAL CHARGE

A withdrawal charge will be imposed as a percentage of each contribution made
to the extent that a Lump Sum Withdrawal exceeds the free corridor amount, or
if the Certificate is surrendered to receive its Cash Value. While Principal
Assurance Withdrawals are in effect, a withdrawal charge, if any, will apply
to all Lump Sum Withdrawals. We determine the withdrawal charge separately
for each contribution in accordance with the table below.

The withdrawal charge is deducted from the Guarantee Periods from which each
such withdrawal is made in proportion to the amount being withdrawn from each
Guarantee Period.

<PAGE>

Free Corridor Amount
The free corridor amount is 10% of the Annuity Account Value at the
beginning of the Contract Year.

The 10% free corridor amount is not applicable to a surrender. Principal
Assurance Withdrawals are not subject to a withdrawal charge.

For purposes of calculating the withdrawal charge, (1) we treat contributions
as being withdrawn on a first-in first-out basis, and (2) amounts withdrawn
up to the free corridor amount are not considered a withdrawal of any
contributions. Although we treat contributions as withdrawn before earnings
for purposes of calculating the withdrawal charge, for purposes of
calculating taxable income the Federal income tax law treats earnings as
withdrawn first. See "Part 4: Tax Aspects of the Certificates."

CHARGES FOR STATE PREMIUM AND OTHER
APPLICABLE TAXES

GROUP OR SPONSORED ARRANGEMENTS

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

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

OTHER DISTRIBUTION ARRANGEMENTS

<PAGE>

PART 4: TAX ASPECTS OF THE CERTIFICATES

This prospectus generally covers our understanding of the current Federal
income tax rules that apply to an annuity purchased with after-tax dollars
(non- qualified annuity).

TAX CHANGES

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

TAXATION OF NON-QUALIFIED ANNUITIES

Equitable Life has designed the Assured Growth Plan Certificates to qualify
as an "annuity" for purposes of Federal income tax law. Annuity contract
payments are taxable as ordinary income and are subject to income tax
withholding. See "Federal and State Income Tax Withholding" below. Gains in
the Annuity Account Value of the Certificate generally will not be taxable to
an individual until a distribution occurs, either by a withdrawal of part or
all of its value or as a series of periodic payments. However, there are some
exceptions to this rule: (1) if an individual transfers a Certificate as a
gift to someone other than a spouse (or divorced spouse), any gain in its
Annuity Account Value will be taxed at the time of transfer; (2) the
assignment or pledge of any portion of the value of a Certificate will be
treated as a distribution of that portion of the Certificate; and (3) when an
insurance company (or its affiliate) issues more than one non-qualified
deferred annuity certificate or contract during any calendar year to the same
taxpayer, the certificates or contracts are required to be aggregated in
computing the taxable amount of any distribution.

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

Withdrawals

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

Annuity Payments

Once annuity payments begin, a portion of each payment is considered to be a
tax-free recovery of investment based on the ratio of the investment to the
expected return under the Certificate. The remainder of each payment will be
taxable. In the case of a life annuity, after the total investment in the
contract has been recovered, future payments are fully taxable. If payments
cease as a result of death, a deduction for any unrecovered investment will
be allowed.

Penalty Tax

<PAGE>

Death Benefits

If the beneficiary elects to take the death benefit in the form of a life
income or installment option, the election should be made within 60 days
after the day on which a single sum death benefit first becomes payable and
before any benefit is actually paid. The taxable income that would otherwise
occur on a deemed surrender of the Certificate, will be deferred, and
payments will be taxed as described above under "Annuity Payments."

FEDERAL AND STATE INCOME TAX
WITHHOLDING

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

OTHER WITHHOLDING

If we believe a benefit may be subject to generation skipping tax we may be
required to withhold for such tax unless we receive acceptable written
confirmation that no such tax is payable.

SPECIAL RULES FOR CERTIFICATES ISSUED IN PUERTO RICO

Under current law Equitable Life treats income from Assured Growth Plan
Certificates as U.S.- source. A Puerto Rico resident is subject to U.S.
taxation on such U.S.-source income. Only Puerto Rico-source income of Puerto
Rico residents is ex-

<PAGE>

cludable from U.S. taxation. Income from Assured Growth Plan Certificates is
also subject to Puerto Rico tax. The computation of the taxable portion of
amounts distributed from a Certificate may differ in the two jurisdictions.
Therefore, an individual might have to file both U.S. and Puerto Rico tax
returns, showing different amounts of income for each. Puerto Rico generally
provides a credit against Puerto Rico tax for U.S. tax paid. Depending on an
individual's personal situation and the timing of the different tax
liabilities, an individual may not be able to take full advantage of this
credit.

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

TRANSFERS AMONG GUARANTEE PERIODS

Transfers among the Guarantee Periods are not taxable.

<PAGE>

PART 5: INDEPENDENT ACCOUNTANTS

<PAGE>

APPENDIX: MARKET VALUE ADJUSTMENT EXAMPLE

(2) Guaranteed Period Amount ............... 131,080 131,080

(3) Market Value Adjustment: (1)-(2) ...... 12,968 (11,593)

February 15, 2001 (After Withdrawal)
- -------------------------------------------
(4) Portion of (3) Associated
with Withdrawal: (3) x [$50,000 / (1)] . $ 4,501 $ (4,851)

(5) Reduction in Guaranteed
Period Amount: [$50,000-(4)] ........... 45,499 54,851

(6) Guaranteed Period Amount: (2)-(5) ..... 85,581 76,229

(7) Maturity Value ......................... 120,032 106,915

(8) Present Value of (7), also
Annuity Account Value .................. 94,048 69,487
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