EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/
POS AM, 1998-06-09
INSURANCE AGENTS, BROKERS & SERVICE
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                                                      Registration No. 33-89510
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   ------------------------------------


   
                         POST EFFECTIVE AMENDMENT NO. 4
    


                                       TO

                                    FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                                    New York
         (State or other jurisdiction of incorporation or organization)

                                   13-5570651
                      (I.R.S. Employer Identification No.)

              1290 Avenue of the Americas, New York, New York 10104
                                  (212)554-1234
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
    ------------------------------------------------------------------------


                                  MARY P. BREEN
                  VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL


            The Equitable Life Assurance Society of the United States
              1290 Avenue of the Americas, New York, New York 10104
                                  (212)554-1234
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
       ------------------------------------------------------------------


   
                  Please send copies of all communications to:
                            PETER E. PANARITES, ESQ.
                        Freedman, Levy, Kroll & Simonds
                    1050 Connecticut Avenue, N.W., Suite 825
                            Washinhgton, D.C. 20036
    
<PAGE>


   
                                      NOTE

This  Post-Effective  Amendment  No. 4  ("PEA")  to the  Form  S-3  Registration
Statement No. 33-89510 ("Registraion Statement") of The Equitable Life Assurance
Society of the United  States is being filed solely for the purpose of including
in the Registration Statement a new ROTH Advantage Supplement ("Supplement") and
related exhibits,  including certain standard Roth IRA exhibits.  The Supplement
relates to the prospectus for EQUI-VEST dated May 1, 1998,  previously  filed in
the Registration  Statement.  The PEA does not amend or delete any other part of
the Registration Statement except as specifically noted herein.
    

<PAGE>

            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES



                         SUPPLEMENT DATED JULY ___, 1998
                                       TO
                             EQUI-VEST(R) PROSPECTUS



                                DATED MAY 1, 1998


                               ROTH ADVANTAGE(SM)


This supplement modifies certain  information  contained in the prospectus dated
May 1, 1998  ("Prospectus") as it relates to EQUI-VEST Roth Advantage  Contracts
offered  by  The  Equitable  Life  Assurance   Society  of  the  United  States.
Capitalized terms have the same meaning as in the Prospectus.

EQUI-VEST ROTH ADVANTAGE CONTRACT (ROTH ADVANTAGE)

EQUI-VEST Roth Advantage is designed to qualify as a Roth individual  retirement
annuity under  Sections  408A and 408(b) of the Code.  Your interest in the Roth
Advantage cannot be forfeited. You or your beneficiaries who survive you are the
only ones who can receive the benefits or payments.

EQUI-VEST  Roth  Advantage is offered on the same basis and under the same terms
and  conditions  described in the Prospectus as applicable to the EQUI-VEST Roth
IRA,  except that for EQUI-VEST  Roth  Advantage the daily charge applied to the
investment  funds and the  circumstances  under which the contingent  withdrawal
charge is waived or modified are as follows:

THE FOLLOWING TABLE AND EXAMPLES ARE ADDED AFTER "EQUI-VEST:  SERIES 300 AND 400
- - ACCUMULATION UNIT VALUES" ON PAGE 23 OF THE PROSPECTUS.

TABLE 5: EQUI-VEST ROTH ADVANTAGE

Description of Expenses

<TABLE>
<S>                                                                                           <C>
CONTRACT OWNER TRANSACTION EXPENSES
   SALES LOAD ON PURCHASES ................................................................   NONE
   MAXIMUM CONTINGENT WITHDRAWAL CHARGE (1) ...............................................   6%
   MAXIMUM/CURRENT ANNUAL ADMINISTRATIVE CHARGE (2) .......................................   $65/30
   MAXIMUM/CURRENT THIRD PARTY TRANSFER OR EXCHANGE FEE (3) ...............................   $65/25 PER OCCURRENCE

SEPARATE ACCOUNT ANNUAL EXPENSES
   Mortality and Expense Risk Fees (including Death Benefit Charges).......................    1.20%
   Other Expenses .........................................................................     .25%
                                                                                              ========
     Total Separate Account Annual Expenses (4)............................................    1.45%
                                                                                              ========
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                       ALLIANCE
                                           ALLIANCE  INTERMEDIATE   ALLIANCE                ALLIANCE     ALLIANCE   ALLIANCE
                                            MONEY     GOVERNMENT    QUALITY     ALLIANCE     GROWTH       EQUITY     COMMON
                                            MARKET    SECURITIES      BOND     HIGH YIELD   & INCOME      INDEX       STOCK
                                         --------------------------------------------------------------------------------------
<S>                                            <C>         <C>          <C>         <C>         <C>          <C>         <C> 
HRT ANNUAL EXPENSES
     Investment Advisory Fees                  .35%        .50%         .53%        .60%        .55%         .32%        .37%
     Other Expenses                            .04%        .06%         .05%        .04%        .04%         .04%        .03%
- -------------------------------------------------------------------------------------------------------------------------------
       Total HRT Annual Expenses (5)(6)        .39%        .56%         .58%        .64%        .59%         .36%        .40%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                    ALLIANCE    ALLIANCE    ALLIANCE                ALLIANCE
                                           ALLIANCE    ALLIANCE    AGGRESSIVE  SMALL CAP  CONSERVATIVE   ALLIANCE    GROWTH
                                            GLOBAL   INTERNATIONAL   STOCK       GROWTH     INVESTORS    BALANCED   INVESTORS
                                         --------------------------------------------------------------------------------------
<S>                                            <C>         <C>          <C>         <C>         <C>          <C>         <C> 
HRT ANNUAL EXPENSES
     Investment Advisory Fees                  .65%        .90%         .54%        .90%        .48%         .42%        .52%
     Other Expenses                            .08%        .18%         .03%        .05%        .07%         .05%        .05%
- -------------------------------------------------------------------------------------------------------------------------------
       Total HRT Annual Expenses (5)(6)        .73%       1.08%         .57%        .95%        .55%         .47%        .57%
- -------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                           EQ/PUTNAM GROWTH
                                           T. ROWE PRICE    T. ROWE PRICE          &           EQ/ PUTNAM
                                           INTERNATIONAL    EQUITY INCOME    INCOME VALUE       BALANCED       MFS RESEARCH
                                          STOCK PORTFOLIO     PORTFOLIO        PORTFOLIO        PORTFOLIO        PORTFOLIO
                                         --------------------------------------------------------------------------------------
<S>                                             <C>              <C>              <C>              <C>              <C> 
EQAT Annual Expenses
   Investment Management and
     Advisory Fee                               .75%             .55%             .55%             .55%             .55%
     Rule 12b-1 Fee(7)                          .25%             .25%             .25%             .25%             .25%
     Other Expenses                             .20%             .05%             .05%             .10%             .05%
- -------------------------------------------------------------------------------------------------------------------------------
       Total EQAT Annual Expenses (8)          1.20%             .85%             .85%             .90%             .85%
- -------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                           MORGAN STANLEY
                                           MFS EMERGING       EMERGING      WARBURG PINCUS    MERRILL LYNCH    MERRILL LYNCH
                                            GROWTH COM-    MARKETS EQUITY    SMALL COMPANY   WORLD STRATEGY     BASIC VALUE
                                         PANIES PORTFOLIO     PORTFOLIO     VALUE PORTFOLIO     PORTFOLIO    EQUITY PORTFOLIO
                                         --------------------------------------------------------------------------------------
<S>                                             <C>             <C>               <C>              <C>              <C> 
EQAT Annual Expenses
   Investment Management and
     Advisory Fee                               .55%            1.15%             .65%             .70%             .55%
     Rule 12b-1 Fee(7)                          .25%             .25%             .25%             .25%             .25%
     Other Expenses                             .05%             .35%             .10%             .25%             .05%
- -------------------------------------------------------------------------------------------------------------------------------
       Total EQAT Annual Expenses (8)           .85%            1.75%            1.00%            1.20%             .85%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1) The contingent withdrawal charge is a percentage of specified contributions.
    See "Contingent Withdrawal Charge" in Part 7. As discussed in the Prospectus
    and  as set  forth  below  in  this  Supplement,  important  exceptions  and
    limitations may eliminate or reduce the contingent withdrawal charge.

(2) The Annual  Administrative  Charge is the lesser of $30 or 2% of the Annuity
    Account Value  (adjusted to include any  withdrawals  made during that year)
    during  the  first  two  Contract  Years;  and $30 for  each  Contract  Year
    thereafter.  See  "Annual  Administrative  Charge" in Part 7. We reserve the
    right  to  increase  this  fee in the  future  if our  administrative  costs
    increase,  but such fee may not exceed an annual maximum of $65,  subject to
    applicable law.

(3) There is a Third Party  Transfer or Exchange Fee of $25 per  occurrence.  We
    reserve the right to increase  this fee in the future,  but such fee may not
    exceed a maximum of $65 per occurrence, subject to applicable law.

(4) The total charge for Separate  Account annual expenses is subject to change,
    but may not exceed 2.00%. See "Charges to Investment  Funds" in the addition
    to Part 7 of the Prospectus set forth below in this Supplement.

(5) Effective May 1, 1997, a new Investment  Advisory Agreement was entered into
    between HRT and Alliance Capital Management L.P., HRT's Investment  Adviser,
    which effected  changes in HRT's management fee and expense  structure.  See
    HRT's prospectus for more information.

    The tables above  reflecting  HRT's expenses are based on average  portfolio
    net assets for the year ended  December  31, 1997 and have been  restated to
    reflect  (i) the fees that would have been paid to  Alliance  if the current
    advisory  agreement  had  been in  effect  as of  January  1,  1997 and (ii)
    estimated accounting expenses for the year ending December 31, 1997.

(6) 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 HRT. The maximum investment  advisory fee, 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.
    HRT's  expenses  are  shown  as a  percentage  of each  Portfolio's  average
    portfolio net assets. See "Charges to Portfolios" in Part 7.

(7) The Class IB shares of EQAT are subject to fees imposed  under  distribution
    plans  (herein,  the "Rule 12b-1  Plans" ) adopted by EQAT  pursuant to Rule
    12b-1 under the Investment  Company Act of 1940, as amended.  The Rule 12b-1
    Plans provide that EQAT, on behalf of each Portfolio, may charge annually up
    to 0.25% of the average daily net assets of a Portfolio  attributable to its
    Class IB shares in respect of activities primarily intended to result in the
    sale of the Class IB  shares.  The 12b-1 fee will not be  increased  for the
    life of the Contracts.


                                       2
<PAGE>

(8) All EQAT  Portfolios  commenced  operations on May 1, 1997 except the Morgan
    Stanley Emerging  Markets Equity  Portfolio,  which commenced  operations on
    August 20, 1997.

    The maximum investment  management and advisory fees for each EQAT Portfolio
    cannot be increased  without a vote of that  Portfolio's  shareholders.  The
    amounts shown as "Other Expenses" will fluctuate from year to year depending
    on  actual  expenses;   however,   EQ  Financial   Consultants,   Inc.  ("EQ
    Financial"),   EQAT's  manager,  has  entered  into  an  expense  limitation
    agreement with respect to each Portfolio ("Expense  Limitation  Agreement"),
    pursuant  to which EQ  Financial  has  agreed to waive or limit its fees and
    assume other expenses. Under the Expense Limitation Agreement,  total annual
    operating expenses of each Portfolio (other than interest,  taxes, brokerage
    commissions,  capitalized  expenditures,  extraordinary  expenses  and 12b-1
    fees) are  limited  for the  respective  average  daily  net  assets of each
    Portfolio  as follows:  0.60% for Merrill  Lynch  Basic  Value  Equity,  MFS
    Research, MFS Emerging Growth Companies, EQ/Putnam Growth & Income Value and
    T. Rowe Price Equity Income; 0.65% for EQ/Putnam Balanced; 0.75% for Warburg
    Pincus Small Company  Value;  0.95% for Merrill Lynch World  Strategy and T.
    Rowe  Price  International  Stock;  and 1.50% for  Morgan  Stanley  Emerging
    Markets Equity.

    Absent the expense  limitation,  "Other  Expenses" for 1997 on an annualized
    basis  for each of the  Portfolios  would  have been as  follows:  0.80% for
    Warburg Pincus Small Company  Value;  0.94% for T. Rowe Price Equity Income;
    0.95% for EQ/Putnam Growth & Income Value; 0.98% for MFS Research; 1.02% for
    MFS Emerging Growth  Companies;  1.09% for Merrill Lynch Basic Value Equity;
    1.21% for Morgan Stanley  Emerging  Markets Equity;  1.56% for T. Rowe Price
    International  Stock;  1.75% for EQ/Putnam  Balanced;  and 2.10% for Merrill
    Lynch World Strategy.

    Each Portfolio may at a later date make a reimbursement  to EQ Financial for
    any of the management fees waived or limited and other expenses  assumed and
    paid by EQ Financial pursuant to the Expense Limitation  Agreement provided,
    that among other  things,  such  Portfolio  has reached  sufficient  size to
    permit  such  reimbursement  to be made and  provided  that the  Portfolio's
    current annual operating  expenses do not exceed the operating expense limit
    determined for such Portfolio. See the EQAT prospectus for more information.


EXAMPLES: EQUI-VEST ROTH ADVANTAGE

For the Roth  Advantage  Contract,  the examples  which follow show the expenses
that a hypothetical  Contract Owner would pay in the surrender and  nonsurrender
situations noted below, assuming a single contribution of $1,000 on the Contract
Date  invested in one of the  Investment  Funds  listed,  a 5% annual  return on
assets and no waiver of the contingent  withdrawal charge. For purposes of these
examples,  the annual  administrative  charge is  computed by  reference  to the
actual  aggregate  annual  administrative  charges as a percentage  of the total
assets held under all EQUI-VEST Contracts.

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  CONTRACT AT THE END OF EACH PERIOD  SHOWN,  THE EXPENSE
WOULD BE:

- --------------------------------------------------------------------------------
                       INVESTMENT FUND              1 YEAR         3 YEARS
                       ---------------           -------------------------------
Alliance Money Market                                $75.63          $120.87
Alliance Intermediate Government Securities           77.32           125.96
Alliance Quality Bond                                 77.52           126.55
Alliance High Yield                                   78.12           128.34
Alliance Growth & Income                              77.62           126.85
Alliance Equity Index                                 75.34           119.97
Alliance Common Stock                                 75.73           121.17
Alliance Global                                       79.01           131.03
Alliance International                                82.48           141.41
Alliance Small Cap Growth                             81.19           137.56
Alliance Aggressive Stock                             77.42           126.25
Alliance Conservative Investors                       77.22           125.66
Alliance Balanced                                     76.43           123.26
Alliance Growth Investors                             77.42           126.25
T. Rowe Price International Stock Portfolio           83.67           144.95
T. Rowe Price Equity Income Portfolio                 80.20           134.59
EQ/Putnam Growth & Income Value Portfolio             80.20           134.59
EQ/Putnam Balanced Portfolio                          80.70           136.08
MFS Research Portfolio                                80.20           134.59
MFS Emerging Growth Companies Portfolio               80.20           134.59
Morgan Stanley Emerging Markets Equity Portfolio      89.13           161.07
Warburg Pincus Small Company Value Portfolio          81.69           139.04
Merrill Lynch World Strategy Portfolio                83.67           144.95
Merrill Lynch Basic Value Equity Portfolio            80.20           134.59
- --------------------------------------------------------------------------------


                                       3
<PAGE>

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

- --------------------------------------------------------------------------------
                       INVESTMENT FUND              1 YEAR         3 YEARS
                       ---------------           -------------------------------
Alliance Money Market                                $20.01          $ 61.86
Alliance Intermediate Government Securities           21.80            67.26
Alliance Quality Bond                                 22.01            67.89
Alliance High Yield                                   22.64            69.79
Alliance Growth & Income                              22.11            68.21
Alliance Equity Index                                 19.70            60.91
Alliance Common Stock                                 20.12            62.18
Alliance Global                                       23.58            72.63
Alliance International                                27.25            83.64
Alliance Small Cap Growth                             25.89            79.56
Alliance Aggressive Stock                             21.90            67.57
Alliance Conservative Investors                       21.69            66.94
Alliance Balanced                                     20.85            64.40
Alliance Growth Investors                             21.90            67.57
T. Rowe Price International Stock Portfolio           28.51            87.39
T. Rowe Price Equity Income Portfolio                 24.84            76.41
EQ/Putnam Growth & Income Value Portfolio             24.84            76.41
EQ/Putnam Balanced Portfolio                          25.37            77.99
MFS Research Portfolio                                24.84            76.41
MFS Emerging Growth Companies Portfolio               24.84            76.41
Morgan Stanley Emerging Markets Equity Portfolio      34.29           104.48
Warburg Pincus Small Company Value Portfolio          26.42            81.13
Merrill Lynch World Strategy Portfolio                28.51            87.39
Merrill Lynch Basic Value Equity Portfolio            24.84            76.41
- -------------------


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 annuity 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 "Distribution  Options" in Part 6. In some cases,  charges for
state  premium or other  taxes will be  deducted  from the  amount  applied,  if
applicable.

INVESTMENT FUND PERFORMANCE - ROTH ADVANTAGE

In order to help show how the  performance of Investment  Funds affects  Annuity
Account  Values,  the following  tables provide a historical  view of investment
performance  for each of the  Funds  included.  The  performance  shown has been
calculated  under two methods,  as  explained  under "How  Performance  Data Are
Presented" below. The information  presented includes  performance results along
with data representing unmanaged market indices and similarly managed funds.

Except as noted below, performance data for the Investment Funds reflect (i) the
actual historical  investment results of the corresponding  Portfolios of HRT or
EQAT from the date of  inception  of those  Portfolios  or  certain  predecessor
Portfolios or accounts,  and (ii) the actual investment advisory fee, Rule 12b-1
fee, if any,  and direct  operating  expenses  of the  relevant  Portfolios.  In
addition,  for all periods,  the performance  data reflects the Separate Account
asset charges  assessed  under the Roth  Advantage  Contract,  as if it had been
available in the periods shown.

Performance for the Alliance Money Market,  Alliance  Balanced,  Alliance Common
Stock and Alliance Aggressive Stock Funds for the period before those Funds were
operated as a unit investment  trust has been adjusted to reflect the investment
advisory fee and expense structure that became applicable to the unit investment
trust. See "The Reorganization" in the SAI for additional information.

Because amounts allocated to the Investment Funds are invested in a mutual fund,
investment  return and principal  will fluctuate and  Accumulation  Units may be
worth more or less than the original cost when  redeemed.  The results shown are
not an estimate or guarantee of future investment performance.

HOW PERFORMANCE DATA ARE PRESENTED

Tables 1 and 2  compare  annualized  and  cumulative  rates of  return  for each
Investment  Fund  along  with   appropriate   benchmarks.   Table  3  shows  the
year-by-year rates of return for each Investment Fund. These performance results
are based on the change in the Accumulation  Unit value for each Investment Fund
for the periods shown.

Investment  results in Tables 1, 2, and 3 are net of all  charges  and  expenses
assessed  against  the  Investment  Funds  (including  fees and  expenses of the
Trusts) but exclude the annual  administrative charge and any withdrawal charges
which  would  also  reduce the actual  return.  Tables 4 and 5 show  performance
results  after giving  effect to all charges and expenses  including  the annual
administrative  charge and the contingent withdrawal 


                                       4
<PAGE>

charge.  Since charges  under the Contracts may vary, we have assumed,  for each
charge, the highest that might apply.

Certain of the Investment  Funds began  operations on a date after the inception
date of the  corresponding  Portfolio.  When we advertise the  performance of an
Investment  Fund we will separately set forth the performance of that Fund since
its inception date, to the extent required by regulatory authorities.

BENCHMARKS

Market  indices  are not subject to any charges  for  investment  advisory  fees
typically   associated  with  a  managed   portfolio.   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 manager is likely to make selections.

INCEPTION DATES AND COMPARATIVE BENCHMARKS

ALLIANCE MONEY MARKET: May 11, 1982;  Salomon Brothers  Three-Month T-Bill Index
(3-Month T-Bill).

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

ALLIANCE  QUALITY BOND:  October 1, 1993;  Lehman  Aggregate  Bond Index (Lehman
Aggregate).

ALLIANCE  HIGH YIELD:  January 2, 1987;  Merrill  Lynch High Yield  Master Index
(Master High Yield).

ALLIANCE GROWTH & INCOME:  October 1, 1993; 75% Standard & Poor's 500 Index (S&P
500) and 25% Value Line Convertibles Index (75% S&P 500/25% Value Line Conv.).

ALLIANCE EQUITY INDEX: March 1, 1994; Standard & Poor's 500 Index (S&P 500).

ALLIANCE COMMON STOCK: August 1, 1968; Standard & Poor's 500 Index (S&P 500).

ALLIANCE GLOBAL:  August 27, 1987;  Morgan Stanley Capital  International  World
Index (MSCI World).

ALLIANCE  INTERNATIONAL:  April 3, 1995;  Morgan Stanley  Capital  International
Europe, Australia, Far East Index (MSCI EAFE).

ALLIANCE  AGGRESSIVE  STOCK: May 1, 1984; 50% Russell 2000 Small Stock Index and
50% S&P MidCap Total Return (50% Russell 2000/50% S&P MidCap).

ALLIANCE SMALL CAP GROWTH:  May 1, 1997; Russell 2000 Growth Index (Russell 2000
Gr).

ALLIANCE  CONSERVATIVE  INVESTORS:  October 2, 1989;  70% Lehman  Treasury  Bond
Composite Index and 30% S&P 500 Index (70% Lehman Treas./30% S&P 500).

ALLIANCE BALANCED: May 1, 1984; 50% S&P 500 and 50% Lehman  Government/Corporate
Bond Index (50% S&P 500/50% Lehman Corp.).

ALLIANCE GROWTH INVESTORS: October 2, 1989; 30% Lehman Government/Corporate Bond
Index and 70% S&P 500 Index (30% Lehman Treas./70% S&P 500).

T.  ROWE  PRICE  INTERNATIONAL  STOCK:  May  1,  1997;  Morgan  Stanley  Capital
International Europe, Australia, Far East Index (MSCI EAFE).

T. ROWE PRICE EQUITY INCOME: May 1, 1997; Standard & Poor's 500 Index (S&P 500).

EQ/PUTNAM GROWTH & INCOME VALUE:  May 1, 1997;  Standard & Poor's 500 Index (S&P
500).

EQ/PUTNAM BALANCED:  May 1, 1997; 60% Standard & Poor's 500 Index and 40% Lehman
Government/Corporate Bond Index (60% S&P500/40% Lehman Corp.)

MFS RESEARCH: May 1, 1997; Standard & Poor's 500 Index (S&P 500).

MFS EMERGING GROWTH COMPANIES: May 1, 1997; Russell 2000 Index (Russell 2000).

MORGAN STANLEY EMERGING MARKETS EQUITY:  August 20, 1997; Morgan Stanley Capital
International Emerging Markets Free Price Return Index (MSCI Emerging Markets).

WARBURG  PINCUS SMALL COMPANY  VALUE:  May 1, 1997;  Russell 2000 Index (Russell
2000).

MERRILL LYNCH WORLD STRATEGY: May 1, 1997; 36% S&P 500/24% MSCI EAFE/21% Salomon
Brothers US Treasury Bond 1 Year+/14%  Salomon Brothers World Government Bond Ex
US/5% 3-Month U.S. T-bill-(Market Composite).


                                       5
<PAGE>

MERRILL LYNCH BASIC VALUE EQUITY: May 1, 1997; Standard & Poor's 500 Index (S&P
500).

The Lipper  Variable  Insurance  Products  Performance  Analysis Survey (Lipper)
records the  performance of a large group of variable  annuity and variable life
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 and asset-based  charges  applicable  under
variable insurance policies or variable annuity contracts. Lipper data provide a
more accurate picture than market indices of EQUI-VEST  performance  relative to
other annuity products.

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.


                                       6
<PAGE>

                                    TABLE 1:
         ANNUALIZED RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1997:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   PORTFOLIO
                                                                                                          SINCE    INCEPTION
                                               1 YEAR     3 YEARS     5 YEARS    10 YEARS    20 YEARS   INCEPTION     DATE
                                            -----------------------------------------------------------------------------------
<S>                                                                                                                 <C> 
FIXED-INCOME SERIES:
Domestic Fixed Income
ALLIANCE MONEY MARKET                                                                                               5/11/82
   Lipper Money Market
   3-Month T-Bill
ALLIANCE INTERMEDIATE 
GOVERNMENT SECURITIES                                                                                                4/1/91
   Lipper U.S. Government
   Lehman Intermediate Government
ALLIANCE QUALITY BOND                                                                                               10/1/93
   Lipper Corporate Bond A-Rated
   Lehman Aggregate

Aggressive Fixed Income
ALLIANCE HIGH YIELD                                                                                                  1/2/87
   Lipper High Yield
   Master High Yield

EQUITY SERIES:
Domestic Equity
T. ROWE PRICE EQUITY INCOME                                                                                          5/1/97
   Lipper Equity Income
   S&P 500
EQ/PUTNAM
GROWTH & INCOME VALUE                                                                                                5/1/97
   Lipper Growth & Income
   S&P 500
ALLIANCE GROWTH & INCOME                                                                                            10/1/93
   Lipper Growth
   25% Value Line Conv./75% S&P 500
ALLIANCE EQUITY INDEX                                                                                                3/1/94
   Lipper S&P 500 Index Funds
   S&P 500
MERRILL LYNCH
BASIC VALUE EQUITY                                                                                                   5/1/97
   Lipper Growth & Income
   S&P 500
ALLIANCE COMMON STOCK                                                                                                8/1/68
   Lipper Growth
   S&P 500
MFS RESEARCH                                                                                                         5/1/97
   Lipper Growth
   S&P 500

International Equity
ALLIANCE GLOBAL                                                                                                     8/27/87
   Lipper  Global
   MSCI World
ALLIANCE INTERNATIONAL                                                                                               4/3/95
   Lipper International
   MSCI EAFE
T. ROWE PRICE
INTERNATIONAL STOCK                                                                                                  5/1/97
   Lipper International
   MSCI EAFE
MORGAN STANLEY EMERGING 
MARKETS EQUITY                                                                                                      8/20/97
   Lipper Emerging Markets
   MSCI Emerging Markets
- -------------------------------------------------------------------------------------------------------------------------------
<FN>
+ Return for this Fund is unannualized and represents 8 months of performance.               This table continues on next page
* Return for this Fund is unannualized and represents 5 months of performance.
</FN>
</TABLE>


                                       7
<PAGE>


                                    TABLE 1:
                     ANNUALIZED RATES OF RETURN (CONTINUED):

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   PORTFOLIO
                                                                                                          SINCE    INCEPTION
                                               1 YEAR     3 YEARS     5 YEARS    10 YEARS    20 YEARS   INCEPTION     DATE
                                            -----------------------------------------------------------------------------------
<S>                                                                                                                  <C> 
EQUITY SERIES (CONTINUED):
Aggressive Equity

ALLIANCE AGGRESSIVE STOCK                                                                                            5/1/84
   Lipper Mid-Cap Growth
   50% Russell 2000/50% S&P Mid-Cap
WARBURG PINCUS
SMALL COMPANY VALUE                                                                                                  5/1/97
   Lipper Small-Cap
   Russell 2000 Growth
ALLIANCE SMALL CAP GROWTH                                                                                            5/1/97
   Lipper Small-Cap
   Russell 2000 Growth
MFS EMERGING GROWTH                                                                                                  5/1/97
COMPANIES
   Lipper Mid-Cap
   Russell 2000

ASSET ALLOCATION SERIES:
ALLIANCE CONSERVATIVE INVESTORS                                                                                     10/2/89
   Lipper Income
   70% Lehman Treas./30% S&P 500
EQ/PUTNAM BALANCED                                                                                                   5/1/97
   Lipper Balanced
   40% Lehman Gov't./Corp./60% S&P 500
ALLIANCE BALANCED                                                                                                    5/1/84
   Lipper Flexible Portfolio
   50% Lehman Gov't./Corp./70% S&P 500
ALLIANCE GROWTH INVESTORS                                                                                           10/2/89
   Lipper Flexible Portfolio
   30% Lehman Gov't./Corp./70% S&P 500
MERRILL LYNCH WORLD STRATEGY                                                                                         5/1/97
   Lipper Global Flexible Portfolio         --
   Market Composite                         --
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

+ Return for this Fund is unannualized and represents 8 months of performance.
* Return for this Fund is unannualized and represents 5 months of performance.


                                       8
<PAGE>


                                    TABLE 2:
         CUMULATIVE RATES OF RETURN FOR PERIODS ENDED DECEMBER 31, 1997:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   PORTFOLIO
                                                                                                          SINCE    INCEPTION
                                               1 YEAR     3 YEARS     5 YEARS    10 YEARS    20 YEARS   INCEPTION     DATE
                                            -----------------------------------------------------------------------------------
<S>                                                                                                                 <C>
FIXED-INCOME SERIES:
Domestic Fixed Income
ALLIANCE MONEY MARKET                                                                                               5/11/82
   Lipper Money Market
   3-Month T-Bill
ALLIANCE INTERMEDIATE 
GOVERNMENT SECURITIES                                                                                                4/1/91
   Lipper U.S. Government
   Lehman Intermediate Government
ALLIANCE QUALITY BOND                                                                                               10/1/93
   Lipper Corporate Bond A-Rated
   Lehman Aggregate

Aggressive Fixed Income
ALLIANCE HIGH YIELD                                                                                                  1/2/87
   Lipper High Yield
   Master High Yield

EQUITY SERIES:
Domestic Equity
T. ROWE PRICE EQUITY INCOME                                                                                          5/1/97
   Lipper Equity Income
   S&P 500
EQ/PUTNAM
GROWTH & INCOME VALUE                                                                                                5/1/97
   Lipper Growth & Income
   S&P 500
ALLIANCE GROWTH & INCOME                                                                                            10/1/93
   Lipper Growth & Income
   25% Value Line Conv./75% S&P 500
ALLIANCE EQUITY INDEX                                                                                                3/1/94
   Lipper S&P 500 Index Funds
   S&P 500
MERRILL LYNCH BASIC VALUE EQUITY                                                                                     5/1/97
   Lipper Growth & Income
   S&P 500
ALLIANCE COMMON STOCK                                                                                                8/1/68
   Lipper Growth
   S&P 500
MFS RESEARCH                                                                                                         5/1/97
   Lipper Growth
   S&P 500

International Equity
ALLIANCE GLOBAL                                                                                                     8/27/87
   Lipper  Global
   MSCI World
ALLIANCE INTERNATIONAL                                                                                               4/3/95
   Lipper International
   MSCI EAFE
T. ROWE PRICE
INTERNATIONAL STOCK                                                                                                  5/1/97
   Lipper International
   MSCI EAFE
MORGAN STANLEY EMERGING 
MARKETS EQUITY                                                                                                      8/20/97
   Lipper Emerging Markets
   MSCI Emerging Market
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       9
<PAGE>


                TABLE 2: CUMULATIVE RATES OF RETURN (CONTINUED):
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   PORTFOLIO
                                                                                                          SINCE    INCEPTION
                                               1 YEAR     3 YEARS     5 YEARS    10 YEARS    20 YEARS   INCEPTION     DATE
                                            -----------------------------------------------------------------------------------
<S>                                                                                                                 <C>
EQUITY SERIES (CONTINUED):
Aggressive Equity

ALLIANCE AGGRESSIVE STOCK                                                                                            5/1/84
   Lipper Mid-Cap Growth
   50% Russell 2000/50% S&P Mid-Cap
WARBURG PINCUS
SMALL COMPANY VALUE                                                                                                  5/1/97
   Lipper Small-Cap
   Russell 2000
ALLIANCE SMALL CAP GROWTH                                                                                            5/1/97
   Lipper Small-Cap
   Russell 2000 Growth
MFS EMERGING GROWTH COMPANIES                                                                                        5/1/97
   Lipper Mid-Cap
   Russell 2000

ASSET ALLOCATION SERIES:
ALLIANCE CONSERVATIVE INVESTORS                                                                                     10/2/89
   Lipper Income
   70% Lehman Treas./30% S&P 500
EQ/PUTNAM BALANCED                                                                                                   5/1/97
   Lipper Balanced
   40% Lehman Gov't./Corp./60% S&P 500
ALLIANCE BALANCED                                                                                                    5/1/84
   Lipper Flexible Portfolio
   50% Lehman Gov't./Corp./70% S&P 500
ALLIANCE GROWTH INVESTORS                                                                                           10/2/89
   Lipper Flexible Portfolio
   30% Lehman Gov't./Corp./70% S&P 500
MERRILL LYNCH WORLD STRATEGY                                                                                         5/1/97
   Lipper Global Flexible Portfolio
   Market Composite
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       10
<PAGE>


                                    TABLE 3:
                          YEAR-BY-YEAR RATES OF RETURN
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                      1988     1989     1990     1991     1992     1993     1994     1995     1996      1997
                                    --------------------------------------------------------------------------------------------
<S>                                   <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C> 
ALLIANCE MONEY MARKET

ALLIANCE INTERMEDIATE GOVERNMENT
   SECURITIES

ALLIANCE QUALITY BOND

ALLIANCE HIGH YIELD

ALLIANCE GROWTH & INCOME

ALLIANCE EQUITY INDEX

ALLIANCE COMMON STOCK

ALLIANCE GLOBAL

ALLIANCE INTERNATIONAL

ALLIANCE AGGRESSIVE STOCK

ALLIANCE SMALL CAP GROWTH

ALLIANCE CONSERVATIVE INVESTORS

ALLIANCE BALANCED

ALLIANCE GROWTH INVESTORS

T. ROWE PRICE INTERNATIONAL STOCK
   PORTFOLIO

T. ROWE PRICE EQUITY INCOME
   PORTFOLIO

EQ/PUTNAM GROWTH & INCOME VALUE
   PORTFOLIO

EQ/PUTNAM BALANCED PORTFOLIO

MFS RESEARCH PORTFOLIO

MFS EMERGING GROWTH COMPANIES
   PORTFOLIO

MORGAN STANLEY EMERGING MARKETS
   EQUITY PORTFOLIO

WARBURG PINCUS SMALL COMPANY VALUE
   PORTFOLIO

MERRILL LYNCH WORLD STRATEGY
   PORTFOLIO

MERRILL LYNCH BASIC VALUE EQUITY
   PORTFOLIO
<FN>
- -------------------
* Unannualized
</FN>
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       11
<PAGE>

The performance  data in Tables 4 and  5 illustrate the growth of an investment,
and the average annual total return of the Investment Funds, respectively,  over
the  periods  shown  assuming  a  single  initial  contribution  of  $1,000  and
termination of the Roth Advantage Contract at the end of each period on December
31, 1997, under circumstances in which the contingent withdrawal charge applies.
The values shown are also net of all other charges and expenses assessed against
the Investment  Funds.  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  further assumes that the $1,000  contribution was allocated to
only one Investment Fund, no transfers or additional contributions were made, no
loans,  and no amounts  were  allocated to any other  Investment  Fund under the
Contract.

In order to calculate the  performance  information,  we divide the  termination
value (defined  below) of a Contract which is terminated on December 31, 1997 by
the $1,000  investment  made at the  beginning of each period  illustrated.  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.  "Termination value" means
the Annuity  Account Value less the  contingent  withdrawal  charge,  the annual
administrative  charge and all other  charges  and  expenses  which are  applied
against  an  Investment  Fund.  See  "Part 7:  Deductions  and  Charges"  in the
Prospectus.


                                       12
<PAGE>


                                    TABLE 4:
         GROWTH OF $1,000 FOR CONTRACTS TERMINATED ON DECEMBER 31, 1997:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                   LENGTH OF INVESTMENT PERIOD
                                         --------------------------------------------------------------------------------------
INVESTMENT                                      ONE             THREE            FIVE              TEN        SINCE PORTFOLIO
FUND                                           YEAR             YEARS            YEARS            YEARS         INCEPTION*
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>              <C>              <C>         <C>
Alliance Money Market
Alliance Intermediate Government
   Securities
Alliance Quality Bond
Alliance High Yield
Alliance Growth & Income
Alliance Equity Index
Alliance Common Stock
Alliance Global
Alliance International
Alliance Aggressive Stock
Alliance Small Cap Growth
Alliance Conservative Investors
Alliance Balanced
Alliance Growth Investors
T. Rowe Price International Stock
   Portfolio
T. Rowe Price Equity Income Portfolio
E/Q Putnam Growth &
   Income Value Portfolio
E/Q Putnam Balanced Portfolio
MFS Research Portfolio
MFS Emerging Growth Companies Portfolio
Morgan Stanley Emerging Markets Equity
   Portfolio
Warburg Pincus Small Company Value
   Portfolio
Merrill Lynch World Strategy Portfolio
Merrill Lynch Basic Value Equity
   Portfolio
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Portfolio inception dates are shown in Tables 1 and 2.


                                       13
<PAGE>

                                    TABLE 5:
  AVERAGE ANNUAL TOTAL RETURN UNDER CONTRACTS TERMINATED ON DECEMBER 31, 1997:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                 LENGTH OF INVESTMENT PERIOD
                                         --------------------------------------------------------------------------------------
INVESTMENT                                                                                                          SINCE
FUND                                           ONE          THREE          FIVE          TEN        SINCE FUND    PORTFOLIO
                                              YEAR          YEARS         YEARS         YEARS       INCEPTION*   INCEPTION**
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>           <C>           <C>         <C>          <C>
Alliance Money Market
Alliance Intermediate Government
   Securities
Alliance Quality Bond
Alliance High Yield
Alliance Growth & Income
Alliance Equity Index
Alliance Common Stock
Alliance Global
Alliance International
Alliance Aggressive Stock
Alliance Small Cap Growth
Alliance Conservative Investors
Alliance Balanced
Alliance Growth Investors
T. Rowe Price International Stock
   Portfolio
T. Rowe Price Equity Income Portfolio
E/Q Putnam Growth &
   Income Value Portfolio
E/Q Putnam Balanced Portfolio
MFS Research Portfolio
MFS Emerging Growth Companies Portfolio
Morgan Stanley Emerging Markets Equity
   Portfolio
Warburg Pincus Small Company Value
   Portfolio
Merrill Lynch World Strategy Portfolio
Merrill Lynch Basic Value Equity
   Portfolio

<FN>
- -------------------
 * Fund  inception  dates  are:  Alliance  Money  Market   (5/11/82),   Alliance
   Intermediate Government Securities (6/1/94),  Alliance Quality Bond (1/4/94),
   Alliance High Yield  (1/4/94),  Alliance Growth & Income  (1/4/94),  Alliance
   Equity Index  (6/1/94),  Alliance  Common Stock  (8/27/81),  Alliance  Global
   (1/4/94),   Alliance  International   (9/1/95),   Alliance  Growth  Investors
   (1/4/94),  Alliance  Aggressive  Stock  (5/1/84),  Alliance  Small Cap Growth
   (6/2/97),   Alliance  Conservative  Investors  (1/4/94),   Alliance  Balanced
   (5/1/84),  T. Rowe Price International  Stock (6/2/97),  T. Rowe Price Equity
   Income (6/2/97), EQ/Putnam Growth & Income Value (6/2/97), EQ/Putnam Balanced
   (6/2/97),  MFS Research  (6/2/97),  MFS Emerging Growth  Companies  (6/2/97),
   Morgan  Stanley  Emerging  Markets  Equity  (8/20/97),  Warburg  Pincus Small
   Company Value (6/2/97),  Merrill Lynch World Strategy (6/2/97), Merrill Lynch
   Basic Value Equity (6/2/97).

** Portfolio inception dates are shown in Tables 1 and 2.
</FN>
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       14
<PAGE>

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 HRT or
EQAT and may present the performance of the Investment  Funds or compare it 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
described elsewhere in this prospectus, or (3) data developed by us derived from
such indices or averages.  The Morningstar Variable Annuity/Life Report consists
of over 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 over 2,500 variable
life  and  variable  annuity  funds  on  performance  and  account  information.
Advertisements  or other  communications  furnished  to present  or  prospective
Contract Owners may also include  evaluations of an Investment Fund or Portfolio
by  financial  publications  that are  nationally  recognized  such as Barron's,
Morningstar's  Variable  Annuity  Sourcebook,  Business Week,  Chicago  Tribune,
Forbes, Fortune, Institutional Investor, Investment Adviser, Investment Dealer's
Digest, Investment Management Weekly, Los Angeles Times, Money, Money Management
Letter, Kiplinger's Personal Finance, Financial Planning,  National Underwriter,
Pension & Investments,  USA Today,  Investor's Daily, The New York Times and The
Wall Street Journal.


WITH RESPECT TO EQUI-VEST ROTH ADVANTAGE,  THE FOLLOWING DISCUSSION REPLACES THE
DISCUSSION UNDER "CHARGES TO INVESTMENT FUNDS" ON PAGE 56 OF THE PROSPECTUS:

         We make a daily charge at the  effective  annual rate of 1.45%  against
         the  assets  held in each  of the  Investment  Funds.  This  charge  is
         reflected in the Accumulation Unit Values for the particular Investment
         Fund and  covers  mortality  and  expense  risk  charges  of 1.20%  and
         expenses of 0.25%.

         The mortality and expense risk and death benefit charge is comprised of
         0.65% for mortality risk,  including  guaranteed  death  benefits,  and
         0.55% for expense  risk,  although the  allocation of these charges may
         vary. We assume a mortality  risk by (a) our  obligation to pay a death
         benefit that will not be less than the total value of all contributions
         made (less any applicable  taxes) adjusted for total  withdrawals,  (b)
         our  obligation to make annuity  payments for the life of the Annuitant
         under guaranteed  fixed annuity options,  regardless of the Annuitant's
         longevity,  (c) our guarantees  relating to annuity purchase rates, the
         actuarial basis for which can be changed only for new contributions and
         only on the fifth anniversary of the Contract Date and every five years
         thereafter,  and (d) our obligation to waive the contingent  withdrawal
         charge upon the payment of a death benefit.

         The  expense  risk we assume is the risk that,  over  time,  our actual
         expense of administering the Contracts, including financial accounting,
         may exceed the amounts  realized from the expense charge and the annual
         administrative  expense charge.  Part of the mortality and expense risk
         charge may be  considered to be an indirect  reimbursement  for certain
         sales and promotional  expenses relating to the Contracts to the extent
         that the charge is not needed to meet the actual expenses incurred.

         The charge for expenses, together with the annual administrative charge
         described below, is designed to reimburse us for our costs in providing
         administrative services in connection with the Contracts.

         Maximum Total Separate Account Charges

         We may change the annual rate of the daily asset charge  imposed on the
         amounts held in the Investment Funds  comprising the Separate  Account.
         We may increase or decrease  the 1.45% total  Separate  Account  charge
         currently  applicable,  but may not  increase  the total charge above a
         maximum  annual  rate of 2.00%.  Any  increase  would only be made upon
         advance notice to you and would apply only to contributions  made after
         the date of the change.  Changes,  if any, would reflect differences in
         costs and anticipated mortality and expense expenses,  and would not be
         unfaily discriminatory.


                                       15
<PAGE>


THE FOLLOWING SENTENCE REPLACES THE FIRST SENTENCE OF THE THIRD PARAGRAPH OF THE
DISCUSSION UNDER "CONTINGENT WITHDRAWAL CHARGE" ON PAGE 57 OF THE PROSPECTUS:

         We reserve the right to change the amount of the contingent  withdrawal
         charge,  provided  that it will  not  exceed  8% of the  amount  deemed
         attributable to withdrawn contributions.

THE FOLLOWING IS ADDED AT THE END OF THE DISCUSSION UNDER "CONTINGENT WITHDRAWAL
CHARGE -  EXCEPTIONS  TO THE  CONTINGENT  WITHDRAWAL  CHARGE"  ON PAGE 57 OF THE
PROSPECTUS:


         Additionally,  a withdrawal  charge will not apply to a Roth  Advantage
         Contract upon any of the following events:

         o   the Annuitant  has  completed at least five Contract  Years and has
             attained age 59 1/2;

         o   during any Contract Year in which the amount withdrawn is less than
             or  equal  to 25% of the  Annuity  Account  Value  at the  time the
             withdrawal  is  requested  minus any  amount  previously  withdrawn
             during that Contract Year,  provided that the withdrawal is used to
             pay specified higher education  expenses as defined in the Code and
             subject  to  receipt  of  evidence  satisfactory  to us  that  such
             withdrawal is in fact for such purpose;

         o   the Annuitant has completed at least five Contract  Years,  and the
             withdrawal, up to a $10,000  maximum, is  a  "qualified  first-time
             homebuyer  distribution"  (as  defined  in the  Code),  subject  to
             receipt of evidence  satisfactory  to us that such withdrawal is in
             fact for such purpose; or

         o   a  request  is made for a refund  of a  contribution  in  excess of
             amounts  allowed to be contributed  under the Code within one month
             of the date on which the contribution is made.





59002


                                       16

<PAGE>


   
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


This Part II is amended solely for the purpose of adding  Exhibits  4(f),  4(g),
4(h), 4(i) and 5(c) to Item. 16, and filing such exhibits herewith. No amendment
or deletion is made of any of the  information set forth under the Part II Items
as provided in Post Effective Amendment No. 3 to the Registration Statement.

Item 16.        Exhibits
                --------

                Exhibits No.
                ------------

                4(f)          Form of Data Pages for standard Roth IRA
                              Certificates, incorporated herein by reference to
                              Exhibit 4(m) to the Registration Statement on 
                              Form N-4, File No. 2-30070, filed June 9, 1998

                4(g)          Form of Endorsement for standard Roth IRA
                              Certificates, incorporated herein by reference to
                              Exhibit 4(n) to the Registration Statement on 
                              Form N-4, File No. 2-30070, filed June 9, 1998

                4(h)          Form of Data Pages for Roth Advantage
                              Certificates, incorporated herein by reference to
                              Exhibit 4(o) to the Registration Statement on 
                              Form N-4, File No. 2-30070, filed June 9, 1998

                4(i)          Form of Endorsement for Roth Advantage
                              Certificates, incorporated herein by reference to
                              Exhibit 4(p) to the Registration Statement on 
                              Form N-4, File No. 2-30070, filed June 9, 1998

                5(c)          Form of Application for use with standard Roth IRA
                              Certificates and Roth Advantage Certificates,
                              incorporated herein by reference to Exhibit No.
                              5(c) to the Registration Statement on Form N-4,
                              File No. 2-30070, filed June 9, 1998.

    


                                      II-1
<PAGE>

                                   SIGNATURES


   
         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this amendment to
the  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized, in the City and State of New York, on June 9, 1998.

    


                                  THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
                                  UNITED STATES
                                  (Registrant)

                                       By: /s/ Naomi Weinstein
                                           ----------------------
                                               Naomi Weinstein
                                               Vice President

         Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed by or on behalf of the
following persons in the capacities and on the date indicated.

PRINCIPAL EXECUTIVE OFFICERS:

Michael Hegarty                          President, Chief Operating Officer and
                                         Director

Edward D. Miller                         Chairman of the Board, Chief Executive
                                         Officer and Director

PRINCIPAL FINANCIAL OFFICER:

Stanley B. Tulin                         Vice Chairman of the Board,
                                         Chief Financial Officer and Director

PRINCIPAL ACCOUNTING OFFICER:

   
/s/ Alvin H. Fenichel
- ---------------------
    Alvin H. Fenichel                    Senior Vice President and
    June 9, 1998                         Controller
    

DIRECTORS:

Francoise Colloc'h        Donald J. Greene            George T. Lowy
Henri de Castries         John T. Hartley             Edward D. Miller
Joseph L. Dionne          John H.F. Haskell, Jr.      Didier Pineau Valencienne
Denis Duverne             Michael Hegarty             George J. Sella, Jr.     
William T. Esrey          Mary R. (Nina) Henderson    Stanley B. Tulin         
Jean-Rene Fourtou         W. Edwin Jarmain            Dave H. Williams         
Norman C. Francis         G. Donald Johnston, Jr.                             
                                                    
                                                    



   
/s/ Naomi Weinstein
- ----------------------
    Naomi Weinstein
    Attorney-in-Fact
    June 9, 1998
    




                                      II-2


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