EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/
10-Q, 2000-05-12
INSURANCE AGENTS, BROKERS & SERVICE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

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


For the Quarter Ended March 31, 2000                Commission File No. 0-25280
- --------------------------------------------------------------------------------


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

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


1290 Avenue of the Americas, New York, New York                 10104
- --------------------------------------------------------------------------------
 (Address of principal executive offices)                     (Zip Code)


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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required to file such reports), and (2) been subject to such filing requirements
for the past 90 days.

                                                                Yes  X    No
                                                                    ---     ----


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

                                                        Shares Outstanding
           Class                                         at May 11, 2000
- ----------------------------------------  --------------------------------------
      Common Stock, $1.25 par value                         2,000,000


                                                                    Page 1 of 32
<PAGE>

          THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                                    FORM 10-Q
                  FOR THE THREE MONTHS ENDED MARCH 31, 2000

                                TABLE OF CONTENTS



PART I     FINANCIAL INFORMATION

Item 1:    Unaudited Consolidated Financial Statements
           Consolidated Balance Sheets as of March 31, 2000 and
             December 31, 1999.........................................    3
           Consolidated Statements of Earnings for the Three
             Months Ended March 31, 2000 and 1999......................    4
           Consolidated Statements of Shareholder's Equity and
             Comprehensive Income (Loss) for the Three Months Ended
             March 31, 2000 and 1999...................................    5
           Consolidated Statements of Cash Flows for the Three
             Months Ended March 31, 2000 and 1999......................    6
           Notes to Consolidated Financial Statements..................    7

Item 2:    Management's Discussion and Analysis of Financial
             Condition and Results of Operations.......................   14

Item 3:    Quantitative and Qualitative Disclosures About
             Market Risk...............................................   29

PART II    OTHER INFORMATION

Item 1:    Legal Proceedings...........................................   30

Item 6:    Exhibits and Reports on Form 8-K............................   31

SIGNATURES.............................................................   32


                                       2
<PAGE>

PART I  FINANCIAL INFORMATION
          Item 1:  Unaudited Consolidated Financial Statements.
            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                 March 31,          December 31,
                                                                                   2000                 1999
                                                                              -----------------    -----------------
                                                                                         (In Millions)
<S>                                                                           <C>                  <C>
ASSETS
Investments:
  Fixed maturities:
    Available for sale, at estimated fair value.............................  $    18,385.0        $    18,599.7
    Held to maturity, at amortized cost.....................................          135.4                133.2
  Mortgage loans on real estate.............................................        3,196.8              3,270.0
  Equity real estate........................................................        1,149.4              1,160.2
  Policy loans..............................................................        2,302.4              2,257.3
  Other equity investments..................................................          738.5                671.2
  Investment in and loans to affiliates.....................................        1,274.3              1,201.8
  Other invested assets.....................................................          983.1                911.6
                                                                              -----------------    -----------------
      Total investments.....................................................       28,164.9             28,205.0
Cash and cash equivalents...................................................          187.3                628.0
Deferred policy acquisition costs...........................................        4,147.7              4,033.0
Other assets................................................................        4,109.3              3,868.3
Closed Block assets.........................................................        8,629.3              8,607.3
Separate Accounts assets....................................................       57,446.8             54,453.9
                                                                              -----------------    -----------------

Total Assets................................................................  $   102,685.3        $    99,795.5
                                                                              =================    =================

LIABILITIES
Policyholders' account balances.............................................  $    20,674.2        $    21,351.4
Future policy benefits and other policyholders' liabilities.................        4,840.4              4,777.6
Short-term and long-term debt...............................................        1,383.5              1,407.9
Other liabilities...........................................................        3,436.4              3,133.6
Closed Block liabilities....................................................        9,036.1              9,025.0
Separate Accounts liabilities...............................................       57,319.8             54,332.5
                                                                              -----------------    -----------------
      Total liabilities.....................................................       96,690.4             94,028.0
                                                                              -----------------    -----------------

Commitments and contingencies (Note 8)

SHAREHOLDER'S EQUITY
Common stock, $1.25 par value, 2.0 million shares authorized,
  issued and outstanding....................................................            2.5                  2.5
Capital in excess of par value..............................................        3,558.7              3,557.2
Retained earnings...........................................................        2,822.4              2,600.7
Accumulated other comprehensive loss........................................         (388.7)              (392.9)
                                                                              -----------------    -----------------
      Total shareholder's equity............................................        5,994.9              5,767.5
                                                                              -----------------    -----------------

Total Liabilities and Shareholder's Equity..................................  $   102,685.3        $    99,795.5
                                                                              =================    =================
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       3
<PAGE>
            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    2000                 1999
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                           <C>                  <C>
REVENUES
Universal life and investment-type product policy fee income................  $       340.4        $       296.7
Premiums....................................................................          133.0                134.9
Net investment income.......................................................          606.2                568.5
Investment losses, net......................................................         (124.1)               (19.3)
Commissions, fees and other income..........................................          650.3                489.3
Contribution from the Closed Block..........................................           16.7                 18.9
                                                                              -----------------    -----------------
      Total revenues........................................................        1,622.5              1,489.0
                                                                              -----------------    -----------------

BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances........................          262.1                270.2
Policyholders' benefits.....................................................          282.0                240.8
Other operating costs and expenses..........................................          686.4                648.2
                                                                              -----------------    -----------------
      Total benefits and other deductions...................................        1,230.5              1,159.2
                                                                              -----------------    -----------------

Earnings from continuing operations before Federal income taxes
  and minority interest.....................................................          392.0                329.8
Federal income taxes........................................................           91.2                100.4
Minority interest in net income of consolidated subsidiaries................           74.2                 42.1
                                                                              -----------------    -----------------
Earnings from continuing operations.........................................          226.6                187.3
Discontinued operations, net of Federal income taxes........................           (4.9)                (5.3)
                                                                              -----------------    -----------------

Net Earnings................................................................  $       221.7        $       182.0
                                                                              =================    =================
</TABLE>


                 See Notes to Consolidated Financial Statements.

                                       4
<PAGE>
            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                            AND COMPREHENSIVE INCOME (LOSS)
                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    2000                 1999
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                           <C>                  <C>
SHAREHOLDER'S EQUITY
Common stock, at par value, beginning of year and end of period.............  $         2.5        $         2.5
                                                                              -----------------    -----------------

Capital in excess of par value, beginning of year...........................        3,557.2              3,110.2
Capital contribution........................................................            1.5                  -
                                                                              -----------------    -----------------
Capital in excess of par value, end of period...............................  $     3,558.7        $     3,110.2
                                                                              -----------------    -----------------

Retained earnings, beginning of year........................................        2,600.7              1,944.1
Net earnings................................................................          221.7                182.0
                                                                              -----------------    -----------------
Retained earnings, end of period............................................        2,822.4              2,126.1
                                                                              -----------------    -----------------

Accumulated other comprehensive (loss) income, beginning of year............         (392.9)               355.8
Other comprehensive income (loss)...........................................            4.2               (243.0)
                                                                              -----------------    -----------------
Accumulated other comprehensive (loss) income, end of period................         (388.7)               112.8
                                                                              -----------------    -----------------

Total Shareholder's Equity, End of Period...................................  $     5,994.9        $     5,351.6
                                                                              =================    =================

COMPREHENSIVE INCOME (LOSS)
Net earnings................................................................  $       221.7        $       182.0
                                                                              -----------------    -----------------

Change in unrealized gains (losses), net of reclassification adjustment.....            4.2               (243.0)
                                                                              -----------------    -----------------
Other comprehensive income (loss)...........................................            4.2               (243.0)
                                                                              -----------------    -----------------

Comprehensive Income (Loss).................................................  $       225.9        $       (61.0)
                                                                              =================    =================
</TABLE>



                 See Notes to Consolidated Financial Statements.

                                       5
<PAGE>
            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    2000                 1999
                                                                              -----------------    -----------------
                                                                                          (In Millions)

<S>                                                                           <C>                  <C>
Net earnings................................................................  $       221.7        $       182.0
  Adjustments to reconcile net earnings to net cash provided
    by operating activities:
    Interest credited to policyholders' account balances....................          262.1                270.2
    Universal life and investment-type product policy fee income............         (340.4)              (296.7)
    Investment losses, net..................................................          124.1                 19.3
    Change in Federal income tax payable....................................           98.9                101.6
    Change in property and equipment........................................          (52.9)               (35.6)
    Change in deferred policy acquisition costs.............................         (113.3)               (46.4)
    Other, net..............................................................          (50.2)               (69.8)
                                                                              -----------------    -----------------

Net cash provided by operating activities...................................          150.0                124.6
                                                                              -----------------    -----------------

Cash flows from investing activities:
  Maturities and repayments.................................................          456.9                541.0
  Sales.....................................................................        1,181.0              1,719.2
  Purchases.................................................................       (1,491.4)            (3,118.6)
  Other, net................................................................          (69.5)              (138.7)
                                                                              -----------------    -----------------

Net cash provided (used) by investing activities............................           77.0               (997.1)
                                                                              -----------------    -----------------

Cash flows from financing activities:
  Policyholders' account balances:
    Deposits................................................................          632.6                616.1
    Withdrawals and transfers to Separate Accounts..........................       (1,256.9)              (453.9)
  Net (decrease) increase in short-term financings..........................          (11.1)               357.0
  Repayments of long-term debt..............................................            -                   (5.8)
  Other, net................................................................          (32.3)               (29.5)
                                                                              -----------------    -----------------

Net cash (used) provided by financing activities............................         (667.7)               483.9
                                                                              -----------------    -----------------

Change in cash and cash equivalents.........................................         (440.7)              (388.6)
Cash and cash equivalents, beginning of year................................          628.0              1,245.5
                                                                              -----------------    -----------------

Cash and Cash Equivalents, End of Period....................................  $       187.3        $       856.9
                                                                              =================    =================

Supplemental cash flow information
  Interest Paid.............................................................  $        12.2        $         6.9
                                                                              =================    =================
  Income Taxes Paid.........................................................  $         -          $         -
                                                                              =================    =================
</TABLE>




                 See Notes to Consolidated Financial Statements.

                                       6
<PAGE>
            THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

 1)   BASIS OF PRESENTATION

      The  accompanying   consolidated  financial  statements  are  prepared  in
      conformity  with GAAP which  requires  management  to make  estimates  and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements  and the  reported  amounts of revenues and expenses
      during  the  reporting   period.   These  statements  should  be  read  in
      conjunction with the consolidated  financial statements of the Company for
      the year ended  December 31, 1999. The results of operations for the three
      months ended March 31, 2000 are not necessarily  indicative of the results
      to be expected for the full year.

      The terms "first quarter 2000" and "first quarter 1999" refer to the three
      months ended March 31, 2000 and 1999, respectively.

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

 2)   INVESTMENTS

      Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                 -----------------------------------
                                                                                      2000                1999
                                                                                 ---------------     ---------------
                                                                                           (In Millions)

<S>                                                                              <C>                 <C>
      Balances, beginning of year............................................... $      148.6        $     230.6
      Additions charged to income...............................................          8.4                9.1
      Deductions for writedowns and asset dispositions..........................         (2.1)             (26.0)
                                                                                 ---------------     ---------------
      Balances, End of Period................................................... $      154.9        $     213.7
                                                                                 ===============     ===============

      Balances, end of period:
        Mortgage loans on real estate........................................... $       29.1        $      34.1
        Equity real estate......................................................        125.8              179.6
                                                                                 ---------------     ---------------
      Total..................................................................... $      154.9        $     213.7
                                                                                 ===============     ===============
</TABLE>
      For the first quarters of 2000 and 1999, investment income is shown net of
      investment expenses of $56.7 million and $60.2 million, respectively.

      As of March 31, 2000 and December 31, 1999, fixed maturities classified as
      available for sale had amortized costs of $19,152.2  million and $19,373.6
      million  and  fixed  maturities  in the  held to  maturity  portfolio  had
      estimated fair values of $135.4 million and $133.2 million,  respectively.
      Other equity investments include equity securities with carrying values of
      $27.5  million  and $23.3  million  and costs of $29.7  million  and $32.7
      million as of March 31, 2000 and December 31, 1999, respectively.



                                       7

<PAGE>



      On  January  1,  1999,   investments  in  publicly-traded   common  equity
      securities  in  the  General   Account   portfolio   within  other  equity
      investments  amounting to $102.3 million were  transferred  from available
      for sale securities to trading  securities.  As a result of this transfer,
      unrealized investment gains of $83.3 million ($43.2 million net of related
      DAC and Federal income taxes) were recognized as realized investment gains
      in the consolidated statement of earnings. In first quarter 2000 and 1999,
      net  unrealized  holding  gains of $3.9 and $71.4 million were included in
      net investment  income in the consolidated  statements of earnings.  These
      trading  securities  had a carrying  value of $13.5  million  and costs of
      $11.1 million at March 31, 2000.

      For the first  quarters  of 2000 and 1999,  proceeds  received on sales of
      fixed  maturities  classified  as available  for sale amounted to $1,125.2
      million and $1,592.6 million,  respectively.  Gross gains of $24.5 million
      and $17.3 million and gross losses of $87.9 million and $56.7 million were
      realized  on  these  sales  for  the  first  quarters  of 2000  and  1999,
      respectively.  Unrealized  investment  gains  (losses)  related  to  fixed
      maturities  classified  as  available  for sale  increased by $6.4 million
      during the first three months of 2000,  resulting in a balance of $(767.5)
      million at March 31, 2000.

      Impaired  mortgage loans along with the related  provision for losses were
      as follows:
<TABLE>
<CAPTION>
                                                                                  March 31,          December 31,
                                                                                     2000                1999
                                                                                ---------------    -----------------
                                                                                           (In Millions)

<S>                                                                              <C>                <C>
      Impaired mortgage loans with provision for losses.......................   $     141.7        $     142.4
      Impaired mortgage loans without provision for losses....................           1.9                2.2
                                                                                ---------------    -----------------
      Recorded investment in impaired mortgage loans..........................         143.6              144.6
      Provision for losses....................................................         (24.7)             (23.0)
                                                                                ---------------    -----------------
      Net Impaired Mortgage Loans.............................................   $     118.9        $     121.6
                                                                                ===============    =================
</TABLE>

      During the first  quarters of 2000 and 1999,  respectively,  the Company's
      average recorded  investment in impaired mortgage loans was $144.1 million
      and $133.8 million.  Interest income recognized on these impaired mortgage
      loans totaled $2.9 million and $1.9 million for the first quarters of 2000
      and 1999, respectively.





                                       8
<PAGE>



 3)   CLOSED BLOCK

      Summarized financial information for the Closed Block follows:
<TABLE>
<CAPTION>
                                                                                 March 31,           December 31,
                                                                                    2000                 1999
                                                                              -----------------    -----------------
                                                                                          (In Millions)
<S>                                                                           <C>                  <C>
      BALANCE SHEETS
      Fixed maturities:
        Available for sale, at estimated fair value (amortized cost of
          $4,150.7 and $4,144.8)............................................. $     4,027.9        $     4,014.0
      Mortgage loans on real estate..........................................       1,672.9              1,704.2
      Policy loans...........................................................       1,588.2              1,593.9
      Cash and other invested assets.........................................         237.9                194.4
      DAC....................................................................         877.7                895.5
      Other assets...........................................................         224.7                205.3
                                                                              -----------------    -----------------
      Total Assets........................................................... $     8,629.3        $     8,607.3
                                                                              =================    =================

      Future policy benefits and other policyholders' account balances....... $     9,006.9        $     9,011.7
      Other liabilities......................................................          29.2                 13.3
                                                                              -----------------    -----------------
      Total Liabilities...................................................... $     9,036.1        $     9,025.0
                                                                              =================    =================


                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                 -----------------------------------
                                                                                      2000                1999
                                                                                 ----------------    ---------------
                                                                                           (In Millions)
      STATEMENTS OF EARNINGS
      Premiums and other income................................................. $      153.0        $      156.0
      Investment income (net of investment expenses of $3.4 and $5.2)...........        143.0               142.0
      Investment losses, net....................................................         (3.0)               (1.9)
                                                                                 ---------------     ---------------
        Total revenues..........................................................        293.0               296.1
                                                                                 ---------------     ---------------

      Policyholders' benefits and dividends.....................................        260.7               266.4
      Other operating costs and expenses........................................         15.6                10.8
                                                                                 ---------------     ---------------
        Total benefits and other deductions.....................................        276.3               277.2
                                                                                 ---------------     ---------------

      Contribution from the Closed Block........................................ $       16.7        $       18.9
                                                                                 ===============     ===============
</TABLE>
      Investment  valuation allowances amounted to $5.2 million and $4.6 million
      on  mortgage  loans and $26.2  million  and $24.7  million on equity  real
      estate at March 31, 2000 and December 31, 1999, respectively.




                                       9
<PAGE>



      Impaired  mortgage loans along with the related  provision for losses were
      as follows:
<TABLE>
<CAPTION>
                                                                                 March 31,          December 31,
                                                                                    2000                1999
                                                                              -----------------  -------------------
                                                                                          (In Millions)

<S>                                                                            <C>                <C>
      Impaired mortgage loans with provision for losses......................  $        27.0      $         26.8
      Impaired mortgage loans without provision for losses...................            4.2                 4.5
                                                                              -----------------  -------------------
      Recorded investment in impaired mortgages..............................           31.2                31.3
      Provision for losses...................................................           (4.7)               (4.1)
                                                                              -----------------  -------------------
      Net Impaired Mortgage Loans............................................  $        26.5      $         27.2
                                                                              =================  ===================
      During  the first  quarters  of 2000 and 1999,  respectively,  the  Closed
      Block's average recorded  investment in impaired  mortgage loans was $31.3
      million and $49.8 million.

 4)   DISCONTINUED OPERATIONS

      Summarized financial information for discontinued operations follows:

                                                                                 March 31,          December 31,
                                                                                    2000                1999
                                                                              -----------------  -------------------
                                                                                          (In Millions)
      BALANCE SHEETS
      Mortgage loans on real estate..........................................  $       444.7      $        454.6
      Equity real estate.....................................................          419.9               426.6
      Other equity investments...............................................           54.5                55.8
      Other invested assets..................................................          188.2                87.1
                                                                              -----------------  -------------------
        Total investments....................................................        1,107.3             1,024.1
      Cash and cash equivalents..............................................           50.2               164.5
      Other assets...........................................................          209.7               213.0
                                                                              -----------------  -------------------
      Total Assets...........................................................  $     1,367.2      $      1,401.6
                                                                              =================  ===================

      Policyholders' liabilities.............................................  $       987.2      $        993.3
      Allowance for future losses............................................          252.9               242.2
      Other liabilities......................................................          127.1               166.1
                                                                              -----------------  -------------------
      Total Liabilities......................................................  $     1,367.2      $      1,401.6
                                                                             =================  ===================
</TABLE>



                                       10
<PAGE>

<TABLE>
<CAPTION>

                                                                                          Three Months Ended
                                                                                              March 31,
                                                                                 -------------------------------------
                                                                                       2000                1999
                                                                                 -----------------   -----------------
                                                                                            (In Millions)
<S>                                                                               <C>                 <C>
      STATEMENTS OF EARNINGS
      Investment income (net of investment expenses of $10.4 and $13.1).........  $        29.0       $       19.6
      Investment losses, net....................................................           (2.3)              (7.0)
      Policy fees, premiums and other income....................................            -                  -
                                                                                 -----------------   -----------------
      Total revenues............................................................           26.7               12.6

      Benefits and other deductions.............................................           26.7               25.4
      Losses charged to allowance for future losses.............................            -                (12.8)
                                                                                 -----------------   -----------------
      Pre-tax results from operations...........................................            -                  -
      Pre-tax loss from strengthening the allowance for future losses...........           (7.6)              (8.2)
      Federal income tax benefit................................................            2.7                2.9
                                                                                 -----------------   -----------------
      Loss from Discontinued Operations.........................................  $        (4.9)      $       (5.3)
                                                                                 =================   =================
</TABLE>
      The Company's  quarterly  process for  evaluating the allowance for future
      losses applies the current  period's  results of  discontinued  operations
      against  the  allowance,  re-estimates  future  losses,  and  adjusts  the
      allowance, if appropriate. The evaluations performed in the first quarters
      of 2000 and 1999  resulted  in  management's  decision to  strengthen  the
      allowance  by $7.6  million  for the  first  quarter  of 2000  and by $8.2
      million for the first quarter of 1999.  This resulted in after-tax  losses
      of $4.9  million  for  first  quarter  2000 and  after-tax  losses of $5.3
      million for first quarter 1999.

      Management  believes the  allowance for future losses at March 31, 2000 is
      adequate to provide for all future losses;  however,  the determination of
      the  allowance  involves  numerous  estimates  and  subjective   judgments
      regarding the expected performance of Discontinued  Operations  Investment
      Assets.  There can be no assurance the losses provided for will not differ
      from the  losses  ultimately  realized.  To the extent  actual  results or
      future  projections of discontinued  operations  differ from  management's
      current  estimates  and  assumptions  underlying  the allowance for future
      losses,  the difference would be reflected in the consolidated  statements
      of earnings  in  discontinued  operations.  In  particular,  to the extent
      income,  sales proceeds and holding  periods for equity real estate differ
      from management's previous  assumptions,  periodic adjustments to the loss
      allowance are likely to result.

      Investment  valuation allowances amounted to $1.7 million and $1.9 million
      on  mortgage  loans and $54.5  million  and $54.8  million on equity  real
      estate at March 31, 2000 and December 31, 1999, respectively.

5)    FEDERAL INCOME TAXES

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

 6)   RESTRUCTURING COSTS

      At March 31, 2000, the restructuring liabilities included costs related to
      employee  termination and exit costs,  the termination of operating leases
      and  the  consolidation  of  insurance  operations'  service  centers  and
      amounted to $7.7  million.  The amounts  paid during  first  quarter  2000
      totaled $2.5 million.



                                       11
<PAGE>



7)    RELATED PARTIES TRANSACTIONS

      Effective January 1, 2000, the Company  reimburses the Holding Company for
      expenses  relating to the Excess Retirement Plan,  Supplemental  Executive
      Retirement  Plan and certain  other  employee  benefit  plans that provide
      participants  with  medical,  life  insurance,  and deferred  compensation
      benefits.  Such  reimbursement  is made on the  basis  of the  cost to the
      Holding  Company of the benefits  provided  which totaled $3.8 million for
      first quarter 2000. The Company paid $181.2 million of commission  fees to
      AXA Distribution  and its  subsidiaries for first quarter 2000.  Effective
      January 1, 2000, the Company charged AXA  Distribution's  subsidiaries for
      their  applicable share of operating  expenses  pursuant to the Agreements
      for Services. Such charges totaled $41.9 million for first quarter 2000.

 8)   LITIGATION

      There  have  been  no new  material  legal  proceedings  and  no  material
      developments in specific litigations previously described in the Company's
      Notes to Consolidated Financial Statements for the year ended December 31,
      1999, except as follows:

      Equitable  Life is a defendant in a purported  class  action  commenced in
      March 2000 on behalf of persons  who  purchased  variable  annuities  from
      Equitable  Life from January 1989 to the present.  The  complaint  alleges
      various   improper  sales  practices   including   misrepresentations   in
      connection  with the use of variable  annuities in a qualified  retirement
      plan or similar arrangement, charging inflated or hidden fees, and failure
      to disclose  unnecessary  tax deferral fees.  The plaintiff  seeks damages
      including punitive damages. In May 2000,  Equitable Life filed a motion to
      dismiss  the  complaint.  Although  the  outcome of  litigation  cannot be
      predicted with  certainty,  particularly in the early stages of an action,
      the Company's  management  believes  that the ultimate  resolution of this
      litigation  should not have a  material  adverse  effect on the  financial
      position of the Company.  The Company's management cannot make an estimate
      of loss, if any, or predict whether or not any such litigation will have a
      material  adverse  effect on the  Company's  results of  operations in any
      particular period.

      In September 1999, an action was brought on behalf of a purported class of
      owners of limited  partnership  units of Alliance Holding  challenging the
      then-proposed reorganization of Alliance Holding. Named defendants include
      Alliance  Holding,  Alliance,  four Alliance  Holding  executives  and the
      general  partner of  Alliance  Holding  and  Alliance.  Equitable  Life is
      obligated to indemnify the defendants for losses and expenses  arising out
      of  the   litigation.   Plaintiffs   allege   inadequate   and  misleading
      disclosures, breaches of fiduciary duties, and the improper adoption of an
      amended  partnership  agreement  by Alliance  Holding and seek  payment of
      unspecified  money damages and an  accounting  of all benefits  alleged to
      have been improperly  obtained by the defendants.  Although the outcome of
      any  litigation   cannot  be  predicted  with  certainty,   the  Company's
      management believes that the ultimate resolution of this matter should not
      have a material  adverse effect on the financial  position of the Company.
      The  Company's  management  cannot make an  estimate  of loss,  if any, or
      predict whether or not such matter will have a material  adverse effect on
      the Company's results of operations in any particular period.

      In  the  Alliance  North  American   Government  Income  Trust  action,  a
      Stipulation  and Agreement of Settlement  has been signed with the lawyers
      for the  plaintiffs  settling  this  action.  Under  the  Stipulation  and
      Agreement  of  Settlement,  the  Operating  Partnership  will  permit Fund
      shareholders to invest up to $250 million in Alliance mutual funds free of
      initial  sales  charges.  The  Stipulation  and Agreement of Settlement is
      subject to court approval.

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

                                       12
<PAGE>




 9)   BUSINESS SEGMENT INFORMATION
<TABLE>
<CAPTION>
                                                                 Investment
                                              Insurance           Services        Elimination           Total
                                            ---------------   -----------------  ---------------   -----------------
                                                                         (In Millions)
<S>                                          <C>               <C>                <C>               <C>
      Three Months Ended
      March 31, 2000
      ---------------------------------------
      Segment revenues.....................  $     1,151.3     $      624.6       $    (29.3)       $    1,746.6
      Investment (losses) gains............         (130.5)             6.4               -               (124.1)
                                            ---------------   -----------------  ---------------   -----------------
      Total Revenues.......................  $     1,020.8     $      631.0       $    (29.3)       $    1,622.5
                                            ===============   =================  ===============   =================

      Pre-tax operating earnings...........  $       270.7     $      163.1       $       -         $      433.8
      Investment (losses) gains , net of
        related DAC and other charges......         (123.3)             6.1               -               (117.2)
      Pre-tax minority interest............            -               75.4               -                 75.4
                                            ---------------   -----------------  ---------------   -----------------
      Pre-tax earnings from
        Continuing Operations..............  $       147.4     $      244.6       $       -         $      392.0
                                            ===============   =================  ===============   =================

      Three Months Ended
      March 31, 1999
      ---------------------------------------
      Segment revenues.....................  $     1,047.3     $      456.2       $     (1.4)       $    1,502.1
      Investment (losses) gains............          (23.5)            10.4              -                 (13.1)
                                            ---------------   -----------------  ---------------   -----------------
      Total Revenues.......................  $     1,023.8     $      466.6       $     (1.4)       $    1,489.0
                                            ===============   =================  ===============   =================

      Pre-tax operating earnings...........  $       221.2     $       86.1       $      -          $      307.3
      Investment (losses) gains, net of
        related DAC and other charges......          (35.0)            10.2              -                 (24.8)
      Pre-tax minority interest............            -               47.3              -                  47.3
                                            ---------------   -----------------  ---------------   -----------------
      Pre-tax earnings from Continuing
        Operations.........................  $       186.2     $      143.6       $      -          $      329.8
                                            ===============   =================  ===============   =================

      Total Assets:
      March 31, 2000.......................  $    89,592.5     $   13,135.9       $    (43.1)       $  102,685.3
                                            ===============   =================  ===============   =================

      December 31, 1999....................  $    86,842.7     $   12,961.7       $     (8.9)       $   99,795.5
                                            ===============   =================  ===============   =================
</TABLE>





                                       13
<PAGE>

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

The  following  analysis of the  consolidated  operating  results and  financial
condition of the Company  should be read in  conjunction  with the  Consolidated
Financial Statements and the related Notes to Consolidated  Financial Statements
included  elsewhere  herein,  and with the Management's  Discussion and Analysis
("MD&A")  section  included in the Company's  Annual Report on Form 10-K for the
year ended December 31, 1999 ("1999 Form 10-K").  The terms "first quarter 2000"
and "first  quarter  1999"  refer to the three  months  ended March 31, 2000 and
1999, respectively.

COMBINED OPERATING RESULTS

The combined and segment level  discussions  for the  Insurance  and  Investment
Services  segments  in this MD&A are  presented  on an adjusted  basis;  amounts
reported  in the GAAP  financial  statements  have been  adjusted to exclude the
effect of  unusual  or  non-recurring  events  and  transactions  and to exclude
certain  revenue  and expense  categories.  The  following  table  presents  the
combined   operating   results  outside  of  the  Closed  Block  combined  on  a
line-by-line  basis  with  the  contribution  of  Closed  Block.  The  Insurance
analysis, which begins on page 15, likewise reflects the Closed Block amounts on
a line-by-line  basis. The MD&A addresses the combined  operating results unless
noted otherwise. The Investment Services discussion begins on page 19.
<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                 -----------------------------------
                                                                                      2000                1999
                                                                                 ---------------     ---------------
                                                                                           (In Millions)
<S>                                                                              <C>                 <C>
Operating Results:
  Policy fee income and premiums................................................ $      626.4        $     587.1
  Net investment income.........................................................        749.2              704.5
  Commissions, fees and other income............................................        647.3              487.7
                                                                                 ---------------     ---------------
    Total revenues..............................................................      2,022.9            1,779.3
    Total benefits and other deductions.........................................      1,513.7            1,424.7
                                                                                 ---------------     ---------------

  Pre-tax operating earnings before minority interest...........................        509.2              354.6
  Minority interest.............................................................        (75.4)             (47.3)
                                                                                 ---------------     ---------------
  Pre-tax operating earnings....................................................        433.8              307.3

Pre-tax Adjustments:
  Investment losses, net of DAC and other charges...............................       (117.2)             (24.8)
  Minority interest.............................................................         75.4               47.3
                                                                                 ---------------     ---------------
GAAP Reported:
  Earnings from continuing operations before Federal income taxes
    and minority interest.......................................................        392.0              329.8
  Federal income taxes..........................................................         91.2              100.4
  Minority interest in net income of consolidated subsidiaries..................         74.2               42.1
                                                                                 ---------------     ---------------

Earnings from Continuing Operations............................................. $      226.6        $     187.3
                                                                                 ===============     ===============
</TABLE>

                                       14
<PAGE>

Adjustments  to GAAP  reported  earnings in first  quarter 2000  resulted in the
exclusion of investment  losses of $117.2  million (net of DAC and other charges
totaling  $7.2  million) as compared to net  investment  losses of $24.8 million
(net of DAC and other charges totaling $5.5 million) for first quarter 1999. The
losses in 2000  included  $59.0  million  of  writedowns  and $51.5  million  of
realized losses on fixed maturities sold from the General  Account's  portfolio.
The 1999 net losses were  primarily due to $84.2 million of writedowns and $37.9
million of losses on sales of fixed  maturities,  partially  offset by the $83.5
million of gains  recognized upon  reclassification  of  publicly-traded  common
equities to a trading  portfolio (see page 25) and $10.2 million of gains on the
exercise of Alliance and DLJ options and conversion of DLJ RSUs.

Continuing Operations

Compared to first quarter 1999,  the $126.5  million  higher  pre-tax  operating
earnings for first  quarter 2000 were due to higher  operating  earnings in both
business segments.  Minority interest in net income of consolidated subsidiaries
was higher due to increased earnings at Alliance.

The $243.2  million  increase  in  revenues  for first  quarter  2000 from first
quarter 1999 was attributed to the $159.6 million increase in commissions,  fees
and other income  principally  due to  increased  business  activity  within the
Investment Services segment, a $44.7 million increase in investment income and a
$39.3  million  increase  in policy  fee  income  and  premiums  principally  in
Insurance.

For first quarter 2000, total benefits and other  deductions  increased by $89.0
million from the comparable 1999 period reflecting  increases in other operating
costs and  expenses  of $61.6  million  and higher  policyholder  benefits.  The
increase in other operating costs and expenses  principally resulted from higher
costs associated with increased  revenues in the two business  segments and with
expenditures related to the businesses' strategic initiatives.

COMBINED OPERATING RESULTS BY SEGMENT

Insurance

The following table combines the Closed Block amounts with the operating results
of operations outside of the Closed Block on a line-by-line basis.

                     Insurance - Combined Operating Results
                                  (In Millions)
<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31,
                                                  ------------------------------------------------------------------
                                                                       2000
                                                  ------------------------------------------------
                                                   Insurance          Closed                              1999
                                                   Operations          Block           Combined         Combined
                                                  -------------    --------------    -------------    --------------
<S>                                               <C>              <C>               <C>              <C>
Operating Results:
  Policy fees, premiums and other income........  $    535.0       $     150.0       $      685.0     $      633.6
  Net investment income.........................       599.6             143.0              742.6            690.9
  Contribution from the Closed Block............        16.7             (16.7)               -                -
                                                  -------------    --------------    -------------    --------------
    Total revenues..............................     1,151.3             276.3            1,427.6          1,324.5
  Total benefits and other deductions...........       880.6             276.3            1,156.9          1,103.3
                                                  -------------    --------------    -------------    --------------
Pre-tax operating earnings......................       270.7               -                270.7            221.2

Pre-tax Adjustments:
  Investment losses, net of DAC
    and other charges...........................      (123.3)              -               (123.3)           (35.0)
                                                  -------------    --------------    -------------    --------------
GAAP Reported:
  Earnings from Continuing Operations
    before Federal Income Taxes and
    Minority Interest...........................  $    147.4       $       -         $      147.4     $      186.2
                                                  =============    ==============    =============    ==============

                                       15
<PAGE>
 </TABLE>

For first  quarter  2000,  Insurance  pre-tax  operating  earnings  reflected an
increase of $49.5  million from the year earlier  period.  Higher policy fees on
variable and  interest-sensitive  life and individual annuities  contracts,  and
higher margins between investment income and interest credited on policyholders'
account balances contributed to the improved earnings.

Segment  revenues  were up $103.1  million  due to a $51.7  million  increase in
investment  income and a $51.4  million  increase in policy  fees,  premiums and
other income.  Higher yields on General Account  Investment  Assets  principally
related  to other  equity  investments  and fixed  maturities  as well as higher
investment  income from the larger  mortgage  portfolio all  contributed  to the
increase in  investment  income.  Policy fee income rose $43.7 million to $340.4
million due to higher  insurance and annuity  account  balances  while  premiums
declined  $4.4  million to $286.0  million.  The  increase  in other  income was
principally  due to higher gross  investment  management  fees  received from EQ
Advisor  Trust  offset by a  decrease  in mutual  fund fees  resulting  from the
transfer of AXA Advisors to AXA Distribution in third quarter 1999. The increase
in management fees was partially offset by an increase in fees to subadvisors.

Total  benefits and other  deductions  for first  quarter 2000  increased  $53.6
million  from  the  comparable  1999  period  reflecting   higher   commissions,
compensation and benefits, higher policyholders' benefits and higher subadvisory
fees.  Commissions  increased due to higher product sales and higher  commission
rates paid to AXA Distribution subsidiaries.  Higher policyholders' benefits for
first  quarter  2000 were  primarily  due to higher DI and  reinsurance  assumed
benefits.  Offsetting these increases were higher DAC  capitalization  and lower
other operating expenses. The decline in the Insurance segment's other operating
expenses  resulted  from charging AXA  Distribution  and its  subsidiaries,  AXA
Advisors and AXA Network,  their  applicable  share of such expenses.  Partially
offsetting this decline were higher strategic initiative related expenditures in
first quarter 2000 as compared to first quarter 1999.






                                       16

<PAGE>

Premiums  and  Deposits - The  following  table lists sales for major  insurance
product lines.  Premiums and deposits are presented net of internal  conversions
(1999 data have been  restated to conform to this  presentation);  premiums  are
presented gross of reinsurance ceded.

                              Premiums and Deposits
                                  (In Millions)
<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                 -----------------------------------
                                                                                      2000                1999
                                                                                 ---------------     ---------------
<S>                                                                              <C>                 <C>
Retail:
Annuities
  First year.................................................................... $      838.7        $     755.3
  Renewal.......................................................................        485.4              477.0
                                                                                 ---------------     ---------------
                                                                                      1,324.1            1,232.3
Life(1)
  First year....................................................................        106.5               83.2
  Renewal.......................................................................        622.0              563.5
                                                                                 ---------------     ---------------
                                                                                        728.5              646.7
Other(2)
  First year....................................................................          2.6                1.9
  Renewal.......................................................................         90.1               97.0
                                                                                 ---------------     ---------------
                                                                                         92.7               98.9
                                                                                 ---------------     ---------------
    Total retail................................................................      2,145.3            1,977.9
                                                                                 ---------------     ---------------

Wholesale:
Annuities
  First year....................................................................        680.7              404.6
  Renewal.......................................................................         18.5                6.7
                                                                                 ---------------     ---------------
                                                                                        699.2              411.3
Life
  First year....................................................................          2.1                 .1
                                                                                 ---------------     ---------------

    Total wholesale.............................................................        701.3              411.4
                                                                                 ---------------     ---------------
Total Premiums and Deposits..................................................... $    2,846.6        $   2,389.3
                                                                                 ===============     ===============
<FN>
(1)      Includes variable and interest-sensitive and traditional life products.
(2)      Includes reinsurance assumed and health insurance.
</FN>
</TABLE>

First year premiums and deposits for  insurance  and annuity  products for first
quarter 2000 increased from prior year levels by $385.5 million primarily due to
higher  sales  of  individual   annuities  by  both  the  retail  and  wholesale
distribution  channels as well as a $23.3  million  increase  in life sales.  In
first quarter 2000, first year life sales increased due to sales of a new series
of variable life products  introduced  in 1999 and higher  premiums  received on
COLI policies.  Renewal premiums and deposits  increased by $71.8 million during
first  quarter  2000 over the prior year period as increases in the larger block
of annuity and variable  life  business  were  partially  offset by decreases in
other products and traditional life policies.



                                      17
<PAGE>

Surrenders  and  Withdrawals  - The  following  table  presents  surrenders  and
withdrawals,  including universal life and investment-type contract withdrawals,
for major individual insurance and annuity product lines. Annuity surrenders and
withdrawals are presented net of internal replacements;  the 1999 data have been
restated to conform to this presentation.

                           Surrenders and Withdrawals
                                  (In Millions)
<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                 -----------------------------------
                                                                                      2000                1999
                                                                                 ---------------     ---------------
<S>                                                                              <C>                 <C>
Individual Insurance and Annuity Product Lines:
  Individual annuities.......................................................... $    1,245.9        $     865.7
  Variable and interest-sensitive life..........................................        188.4              168.1
  Traditional life..............................................................         83.3               92.9
                                                                                 ---------------     ---------------
Total........................................................................... $    1,517.6        $   1,126.7
                                                                                 ===============     ===============
</TABLE>
Policy and contract  surrenders and withdrawals  increased $390.9 million during
first  quarter 2000 compared to the same period in 1999  principally  due to the
growing  size  and   maturity  of  the  book  of  annuities   and  variable  and
interest-sensitive  life  business.  There  was an  increase  in the  annuities'
surrender rate from 9.2% in first quarter 1999 to 10.5% in first quarter 2000.









                                       18
<PAGE>



Investment Services

The  following  table  summarizes  the  results  of  continuing  operations  for
Investment Services.

                     Investment Services - Operating Results
                                  (In Millions)
<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                 -----------------------------------
                                                                                      2000                1999
                                                                                 ---------------     ---------------
<S>                                                                              <C>                 <C>
Operating Results:
  Investment advisory and service fees.......................................... $      374.2        $     305.4
  Distribution revenues.........................................................        147.2               93.6
  Equity in DLJ's earnings......................................................         75.3               37.1
  Other income..................................................................         27.9               20.1
                                                                                 ---------------     ---------------
    Total revenues..............................................................        624.6              456.2
                                                                                 ---------------     ---------------

  Promotion and servicing.......................................................        198.6              139.1
  Employee compensation and benefits............................................        128.6              118.3
  All other operating expenses..................................................         58.9               65.4
                                                                                 ---------------     ---------------
    Total expenses..............................................................        386.1              322.8
                                                                                 ---------------     ---------------

  Pre-tax operating earnings before minority interest...........................        238.5              133.4
     Minority interest..........................................................        (75.4)             (47.3)
                                                                                 ---------------     ---------------
  Pre-tax operating earnings....................................................        163.1               86.1

Pre-tax Adjustments:
  Investment gains (losses), net of DAC.........................................          6.1               10.2
Minority interest...............................................................         75.4               47.3
                                                                                 ---------------     ---------------
GAAP Reported:
  Earnings from Continuing Operations before Federal Income
    Taxes and Minority Interest................................................. $      244.6        $     143.6
                                                                                 ===============     ===============
</TABLE>
For first quarter  2000,  pre-tax  operating  earnings for  Investment  Services
increased by $77.0 million from the year-earlier  period primarily due to higher
earnings for Alliance and higher equity in DLJ's  earnings.  DLJ's first quarter
2000  earnings  contribution  was more than  double the  comparable  1999 amount
largely due to higher net investment  income,  gains on principal  transactions,
net, commissions and fees which were partially offset by higher compensation and
benefits and higher  occupancy,  equipment and  communications  costs related to
DLJ's  continuing  geographic  expansion.  Total segment revenues were up $168.4
million principally due to higher revenues at Alliance.  Investment advisory and
service fees increased $68.8 million while  distribution  revenues grew by $53.6
million. The increase in investment advisory and service fees primarily resulted
from increases in average assets under management due to market appreciation and
net new client and existing client accounts  partially offset by a $34.5 million
decline in performance fees for first quarter 2000. These lower performance fees
were  principally  due to a refinement of procedures for  estimating  these fees
implemented  in fourth  quarter 1999.  The growth in  distribution  revenues was
principally  due to higher  average  mutual fund assets  under  management  from
strong  sales,  particularly  of U.S.  equity  mutual  funds,  and  from  market
appreciation.

The  resolution  of a class  action  lawsuit  resulted in the  recognition  of a
one-time,  non-cash gain of $23.9  million in first quarter 2000,  which reduced
all  other  operating  expenses  for the  period.  When  this  one-time  gain is
excluded,  Investment  Services'  total expenses  increased by $87.2 million for
first quarter 2000 as compared to the same period in 1999 principally reflecting
increases in mutual fund  promotional  expenses and  employee  compensation  and
benefits at Alliance.  Promotion and servicing  increased 42.6% primarily due to
increased  distribution  plan payments related to the higher average mutual fund
assets under management and higher  amortization of deferred sales  commissions,
as well as higher travel,  entertainment  and promotional  expenses  incurred in
connection with mutual fund sales initiatives.  Higher compensation and benefits
were due to increased base  compensation  and commissions  reflecting  increased
headcounts  in the mutual  fund area along with  salary  increases.  Commissions
increased primarily due to higher mutual fund sales.




                                       19
<PAGE>



Fees and Assets Under Management.

As the following table  illustrates,  third party clients  represent the primary
source of fees from assets under management.

                        Fees and Assets Under Management
                                  (In Millions)
<TABLE>
<CAPTION>
                                                                                           At or For the
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                 -----------------------------------
                                                                                      2000                1999
                                                                                 ---------------     ---------------
<S>                                                                              <C>                 <C>
FEES:
Third parties................................................................... $      407.2        $     316.1
Equitable Life Separate Accounts................................................         30.7               25.2
Equitable Life General Account and other........................................         10.7               10.3
                                                                                 ---------------     ---------------
Total Fees...................................................................... $      448.6        $     351.6
                                                                                 ===============     ===============

ASSETS UNDER MANAGEMENT:
Assets by Manager
Alliance:
  Third party................................................................... $   326,986         $  240,759
  Equitable Life General Account and Holding Company............................      24,257             25,635
  Equitable Life Separate Accounts..............................................      43,003             34,959
                                                                                 ---------------     ---------------
Total Alliance..................................................................     394,246            301,353
                                                                                 ---------------     ---------------

DLJ:
  Third party...................................................................      41,518             25,016
  DLJ invested assets...........................................................      33,938             16,103
                                                                                 ---------------     ---------------
Total DLJ.......................................................................      75,456             41,119
                                                                                 ---------------     ---------------

Equitable Life and Affiliates:
  Equitable Life (non-Alliance) General Account.................................      13,315             13,619
  Equitable Life Separate Accounts - EQ Advisors Trust..........................       7,676              3,571
  Equitable Life real estate related Separate Accounts..........................       3,650              4,098
  Equitable Life Separate Accounts - Other......................................       3,118              2,465
                                                                                 ---------------     ---------------
Total Equitable Life and Affiliates.............................................      27,759             23,753
                                                                                 ---------------     ---------------

Total by Account:
  Third Party...................................................................     368,504            265,775
  General Account and Other.....................................................      71,510             55,357
  Separate Accounts.............................................................      57,447             45,093
                                                                                 ---------------     ---------------
Total Assets Under Management................................................... $   497,461         $  366,225
                                                                                 ===============     ===============
</TABLE>
Fees from assets under  management  increased  27.6% for first quarter 2000 from
the  comparable  1999 period  principally  as a result of growth in assets under
management for third parties principally at Alliance.  The Alliance assets under
management   growth  in  first   quarter  2000  was   primarily  due  to  market
appreciation,  good  investment  performance  and net sales of mutual  funds and
other  products.  DLJ's third party assets under  management  increased in first
quarter 2000 by $16.50 billion as compared to first quarter 1999 principally due
to new business in its Asset Management Group.



                                       20
<PAGE>

GENERAL ACCOUNT INVESTMENT PORTFOLIO

Management  discusses  the Closed Block assets and assets  outside of the Closed
Block on a combined basis as General Account  Investment  Assets.  The following
table reconciles the consolidated balance sheet asset amounts to General Account
Investment Assets.

                General Account Investment Asset Carrying Values
                                 March 31, 2000
                                  (In Millions)
<TABLE>
<CAPTION>
                                                                                                       General
                                                                                                       Account
                                                     Balance          Closed                          Investment
Balance Sheet Captions:                               Sheet            Block           Other          Assets(1)
- ------------------------------------------------- ---------------  --------------  ---------------   -------------
<S>                                             <C>                <C>             <C>               <C>
Fixed maturities:
  Available for sale(2).......................  $    18,385.0      $   4,027.9     $      (58.1)     $  22,471.0
  Held to maturity............................          135.4              -                -              135.4
Mortgage loans on real estate.................        3,196.8          1,672.9             (0.1)         4,869.8
Equity real estate............................        1,149.4             89.0             (2.7)         1,241.1
Policy loans..................................        2,302.4          1,588.2               .5          3,890.1
Other equity investments......................          738.5             31.0              -              769.5
Other invested assets.........................        2,257.4              1.3          1,564.8            693.9
                                                -----------------  --------------  ---------------   -------------
  Total investments...........................       28,164.9          7,410.3          1,504.4         34,070.8
Cash and cash equivalents.....................          187.3            116.6            185.1            118.8
Corporate debt and other(3)...................            -                -              701.3           (701.3)
                                                -----------------  --------------  ---------------   -------------
Total.........................................  $    28,352.2      $   7,526.9     $    2,390.8      $  33,488.3
                                                =================  ==============  ===============   =============
<FN>
(1)  General Account  Investment Assets are computed by adding the Balance Sheet
     and Closed Block and deducting the Other amounts.

(2)  At March 31, 2000,  the amortized cost of the General  Account's  available
     for sale and held to  maturity  fixed  maturities  portfolios  were  $23.37
     billion and $135.4 million,  respectively,  compared with estimated  market
     values of $22.47 billion and $135.4 million, respectively.

(3)  Includes Equitable Life debt and other miscellaneous assets and liabilities
     related to General  Account  Investment  assets and various  balance  sheet
     lines.
</FN>
</TABLE>





                                       21
<PAGE>




Asset Valuation Allowances and Writedowns

Writedowns  on fixed  maturities  were $59.0  million and $84.2  million for the
first quarters of 2000 and 1999,  respectively.  The following table shows asset
valuation  allowances and additions to and deductions  from such  allowances for
the periods indicated.

                        General Account Investment Assets
                              Valuation Allowances
                                  (In Millions)
<TABLE>
<CAPTION>
                                                                                    Equity Real
                                                                  Mortgages            Estate             Total
                                                                ---------------    ---------------    --------------

<S>                                                             <C>                <C>                <C>
Balances at January 1, 2000...................................  $     32.1         $     145.8        $     177.9
Additions.....................................................         3.4                 7.2               10.6
Deductions(1).................................................        (1.2)               (1.0)              (2.2)
                                                                ---------------    ---------------    --------------
Ending Balances at March 31, 2000.............................  $     34.3         $     152.0        $     186.3
                                                                ===============    ===============    ==============

Balances at January 1, 1999...................................  $     45.4         $     211.8        $     257.2
Additions.....................................................          .3                10.0               10.3
Deductions(1).................................................        (3.1)              (25.7)             (28.8)
                                                                ---------------    ---------------    --------------
Ending Balances at March 31, 1999.............................  $     42.6         $     196.1        $     238.7
                                                                ===============    ===============    ==============
<FN>
(1)   Primarily reflected releases of allowances due to asset dispositions.
</FN>
</TABLE>

General Account Investment Assets

The following table shows amortized cost, valuation allowances and net amortized
cost of major categories of General Account  Investment Assets at March 31, 2000
and net amortized cost at December 31, 1999.

                        General Account Investment Assets
                                  (In Millions)
<TABLE>
<CAPTION>
                                                           March 31, 2000                        December 31, 1999
                                           ------------------------------------------------    ----------------------
                                                                                 Net                    Net
                                             Amortized       Valuation        Amortized              Amortized
                                                Cost         Allowances          Cost                  Cost
                                           ---------------  -------------   ---------------    ----------------------

<S>                                        <C>              <C>              <C>                <C>
Fixed maturities(1)......................  $   23,503.4     $        -       $    23,503.4      $       23,719.1
Mortgages................................       4,904.1             34.3           4,869.8               4,974.2
Equity real estate.......................       1,393.1            152.0           1,241.1               1,251.2
Other equity investments.................         893.8             -                893.8                 826.2
Policy loans.............................       3,890.1             -              3,890.1               3,851.2
Cash and short-term investments..........         813.6             -                813.6               1,220.6
                                           ---------------   -------------   ---------------    ----------------------
Total....................................  $   35,398.1      $     186.3      $   35,211.8      $       35,842.5
                                           ===============   =============   ===============    ======================
<FN>
(1)   Excludes  unrealized  losses of $897.0  million and  unrealized  losses of
      $896.4  million in fixed  maturities  classified  as available for sale at
      March 31, 2000 and December 31, 1999, respectively.
</FN>
</TABLE>


                                       22
<PAGE>

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


                                                                            Three Months Ended March 31,
                                                              ---------------------------------------------------------
                                                                         2000                          1999
                                                              ---------------------------   ---------------------------
                                                                 (1)                           (1)
                                                                Yield          Amount         Yield          Amount
                                                              -----------   -------------   -----------   -------------
<S>                                                           <C>           <C>             <C>           <C>
Fixed Maturities:
  Income....................................................     7.97%      $     461.8        7.90%      $     449.0
  Investment gains(losses)..................................    (1.95)%          (110.5)      (2.19)%          (122.1)
                                                              -----------   -------------   -----------   -------------
  Total.....................................................     6.02%      $     351.3        5.71%      $     326.9
  Ending assets(2)..........................................                $  23,906.1                   $  23,866.9
Mortgages:
  Income....................................................     8.69%      $     103.5        8.86%      $      97.5
  Investment gains(losses)..................................    (0.23)%            (2.7)       0.16%              1.8
                                                              -----------   -------------   -----------   -------------
  Total.....................................................     8.46%      $     100.8        9.02%      $      99.3
  Ending assets(3)..........................................                $   4,909.9                   $   4,721.7
Equity Real Estate:
  Income(4).................................................     8.17%      $      19.8        6.86%      $      22.9
  Investment gains(losses)..................................    (0.21)%            (0.5)       2.63%              8.5
                                                              -----------   -------------   -----------   -------------
  Total.....................................................     7.96%      $      19.3        9.49%      $      31.4
  Ending assets(4)..........................................                $   1,002.6                   $   1,371.7
Other Equity Investments:
  Income....................................................    54.74%      $      95.1       35.35%      $      63.8
  Investment gains(losses)..................................   (12.84)%           (19.7)      52.94%             75.3
                                                              -----------   -------------   -----------   -------------
  Total.....................................................    41.90%      $      75.4       88.29%      $     139.1
  Ending assets(5)..........................................                $     896.9                   $     903.1
Policy Loans:
  Income....................................................     6.72%      $      62.9        6.63%      $      59.9
  Ending assets.............................................                $   3,890.1                   $   3,742.1
Cash and Short-term Investments:
  Income....................................................     9.16%      $      22.4        6.53%      $      20.0
  Ending assets(6)..........................................                $     822.8                   $     905.6
Equitable Life Debt and Other:

  Interest expense and other................................     8.34%      $     (14.7)       7.32%      $     (11.2)
  Ending liabilities........................................                $    (701.3)                  $    (670.0)
Total:
  Income(7).................................................     8.93%      $     750.8        8.40%      $     701.9
  Investment gains(losses)..................................    (1.63)%          (133.4)      (0.45)%           (36.5)
                                                              -----------   -------------   -----------   -------------
  Total(8)..................................................     7.30%      $     617.4        7.95%      $     665.4
  Ending net assets.........................................                $  34,727.1                   $  34,841.1
<FN>
(1)   Yields have been  calculated  on a compound  annual  effective  rate basis
      using the quarterly  average asset carrying values,  excluding  unrealized
      gains (losses) in fixed  maturities and adjusted for the current  periods'
      income,  gains(losses)  and fees.  Annualized  yields are not  necessarily
      indicative of a full year's results.

(2)   Fixed  maturities  are shown net of securities  purchased but not yet paid
      for of $81.1 million and $749.7  million,  and include  accrued  income of
      $394.5 million and $385.8 million,  amounts due from  securities  sales of
      $70.8  million  and $26.6  million and other  assets of $18.6  million and
      $28.6 million at March 31, 2000 and 1999, respectively.

(3)   Mortgages  include  accrued  income of $54.6 million and $56.9 million and
      are adjusted for related liability balances of $(14.4) million and $(22.9)
      million at March 31, 2000 and 1999, respectively.

                                       23
<PAGE>

(4)   Equity real estate is shown, and equity real estate yields are calculated,
      net of third  party debt and  minority  interest  in real estate of $251.4
      million and $385.0 million.  The carrying values include accrued income of
      $20.8  million and $30.1  million and are adjusted  for related  liability
      balances of $(7.9)  million  and $(18.0)  million as of March 31, 2000 and
      1999,  respectively.  Equity real estate  income is shown net of operating
      expenses,   depreciation,   third  party  interest  expense  and  minority
      interest.  Third party interest expense and minority interest totaled $3.4
      million and $6.0 million for first quarter 2000 and 1999, respectively.

(5)   Other  equity  investments  include  adjustments  for  accrued  income and
      pending trade  settlements  of $3.1 million and $(1.9) million as of March
      31, 2000 and 1999,  respectively.

(6)   Cash and short-term investments are shown net of financing arrangements of
      $(168.8)  million as of March 31, 1999, as well as accrued income and cash
      in transit totaling $9.2 million and $4.4 million as of March 31, 2000 and
      1999, respectively.

(7)   Total  investment  income  includes  non-cash  income  from  amortization,
      payments-in-kind  distributions and undistributed equity earnings of $15.9
      million and $24.5 million for first  quarter 2000 and 1999,  respectively.
      Investment  income is shown net of  depreciation  of $5.4 million and $5.5
      million for the same respective periods.

(8)   Total yields are shown before deducting investment fees paid to investment
      advisors. These fees include asset management,  acquisition,  disposition,
      accounting  and legal fees. If investment  fees had been  deducted,  total
      yields would have been 7.11% and 7.70% for the first  quarters of 2000 and
      1999, respectively.
</FN>
</TABLE>

Fixed Maturities. Fixed maturities consist largely of investment grade corporate
debt securities,  including  significant  amounts of U.S.  government and agency
obligations.  At March 31, 2000 and December 31, 1999,  respectively,  76.7% and
76.9% of total fixed maturities were publicly  traded;  82.8% and 87.4% of below
investment  grade  securities were also publicly  traded.  The $110.5 million of
investment  losses in first quarter 2000 were due to $59.0 million of writedowns
on private  structured  and public high yield  securities  and $51.5  million of
losses on sales.  The $122.1 million of investment  losses in first quarter 1999
were due to $84.3  million  of  writedowns  on high  yield and  emerging  market
securities and $37.8 million of losses on sales.

                       Fixed Maturities By Credit Quality
                              (Dollars In Millions)
<TABLE>
<CAPTION>

                                                March 31, 2000                         December 31, 1999
                                       --------------------------------------   -------------------------------------
                   Rating Agency
  NAIC              Equivalent           Amortized             Estimated          Amortized             Estimated
 Rating             Designation             Cost               Fair Value           Cost               Fair Value
- --------------  --------------------   -------------------  -----------------   ------------------   ----------------
<S>                                     <C>                 <C>                 <C>                  <C>
     1-2        Aaa/Aa/A and Baa....  $     20,539.4        $    20,007.1       $    20,561.4        $   19,973.0
     3-6        Ba and lower........         2,964.0              2,599.3             3,157.7             2,849.7
                                       -------------------  -----------------   ------------------   ----------------
Total Fixed Maturities..............   $    23,503.4        $    22,606.4       $    23,719.1        $   22,822.7
                                       ===================  =================   ==================   ================
</TABLE>
At March 31, 2000,  the Company held mortgage  pass-through  securities  with an
amortized cost of $2.64 billion,  $2.51 billion of CMOs, including $2.06 billion
in  publicly-traded  CMOs,  and $1.40 billion of public and private asset backed
securities,  primarily  backed  by home  equity,  mortgage,  airline  and  other
equipment, and credit card receivables.

The amortized cost of problem and potential  problem fixed maturities was $175.8
million (0.7% of the amortized  cost of this category) and $176.6 million (0.8%)
at March 31, 2000,  respectively,  compared to $154.0  million  (0.6%) and $42.7
million (0.2%) at December 31, 1999, respectively.

Mortgages.  Mortgages consist  principally of commercial and agricultural loans.
At March 31, 2000,  commercial  mortgages  totaled $2.96  billion  (60.4% of the
amortized  cost of the  category)  and  agricultural  loans were  $1.94  billion
(39.6%).

                                       24
<PAGE>

              Problem, Potential Problem and Restructured Mortgages
                                 Amortized Cost
                              (Dollars In Millions)
<TABLE>
<CAPTION>
                                                                                  March 31,          December 31,
                                                                                     2000                1999
                                                                                ---------------    -----------------

<S>                                                                             <C>                <C>
COMMERCIAL MORTGAGES..........................................................  $   2,961.8        $     3,048.2
Potential problem commercial mortgages........................................        119.1                120.6
Restructured commercial mortgages.............................................        128.7                130.7

AGRICULTURAL MORTGAGES........................................................  $   1,941.7        $     1,957.4
</TABLE>
The original  weighted average coupon rate on the $128.7 million of restructured
mortgages  was  8.9%.  As a result  of these  restructurings,  the  restructured
weighted average coupon rate was 8.1% and the restructured weighted average cash
payment rate was 8.0%.

At March  31,  2000  and  1999,  respectively,  management  identified  impaired
mortgage loans with carrying  values of $139.7 million and $129.1  million.  The
provisions for losses for these  impaired  mortgage loans were $29.5 million and
$36.2 million at March 31, 2000 and 1999,  respectively.  For the first quarters
of 2000 and 1999,  respectively,  income accrued on these loans was $3.5 million
and $2.6 million, including cash received of $3.3 million and $2.5 million.

For  first  quarter  2000,   scheduled  principal   amortization   payments  and
prepayments on commercial  mortgage loans received aggregated $128.2 million. In
addition,  $9.5 million of  commercial  mortgage  loan  maturity  payments  were
scheduled, all of which were paid as due.

Equity Real Estate.  As of March 31, 2000, on the basis of amortized  cost,  the
equity  real  estate  category  included  $797.5  million  (57.3%)  acquired  as
investment real estate and $593.1 million (42.7%) acquired through or in lieu of
foreclosure (including in-substance foreclosures).

During the first quarters of 2000 and 1999, respectively, proceeds from the sale
of equity real estate  totaled  $14.0 million and $69.1  million,  with gains of
$6.7 million and $12.2 million.  The carrying value of the equity real estate at
the  date  of  sale  reflected  total  writedowns  and  additions  to  valuation
allowances  on the  properties  taken in  periods  prior  to their  sale of $1.0
million and $19.3 million, respectively.

At March 31, 2000, the vacancy rate for the Company's office properties was 7.1%
in total, with a vacancy rate of 5.6% for properties acquired as investment real
estate and 18.2% for  properties  acquired  through  foreclosure.  The  national
commercial office vacancy rate was 9.6% (as of December 31, 1999) as measured by
CB Commercial.

Other Equity  Investments.  Other equity investments  consist of LBO, mezzanine,
venture capital and other limited partnership interests ($544.6 million or 60.7%
of the amortized cost of this portfolio at March 31, 2000),  alternative limited
partnerships  ($191.2  million  or 21.3%)  and  common  stock  and other  equity
securities,  including  the excess of  Separate  Account  assets  over  Separate
Account liabilities ($161.1 million or 18.0%). Alternative funds utilize trading
strategies that may be leveraged.  These funds attempt to protect against market
risk  through a variety of methods  including  short sales,  financial  futures,
options and other derivative  instruments.  Other equity investments can produce
significant  volatility  in  investment  income  since  they  predominantly  are
accounted  for in accordance  with the equity method which treats  increases and
decreases in the  estimated  fair value of the  underlying  assets (or allocable
portion thereof,  in the case of partnerships),  whether realized or unrealized,
as investment income or loss to the General Account.  Effective January 1, 1999,
all  investments  in  publicly-traded  common  equity  securities in the General
Account  portfolio  were  designated  as "trading  securities"  for  purposes of
classification  under  SFAS No.  115.  Investment  gains of $83.5  million  were
recognized at that date on the portfolio. Changes in the investments' fair value
are  included  in  investment  income.  Returns on equity  investments  are very
volatile and  investment  results for any period are not  representative  of any
other period.

                                       25
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

In May 2000, the  Superintendent  advised Equitable Life he had no objection to
the  payment  of a  $150.0  million  shareholder  dividend  by  Equitable  Life.
Management  intends to recommend to the Board of Directors the payment of such a
dividend.

Equitable Life has a commercial paper program with an issue limit of up to $1.00
billion.  This  program is  available  for  general  corporate  purposes  and is
supported by Equitable Life's $350.0 million 5-year credit facility  expiring in
June 2000 and its $350.0  million  364-day  credit  facility  expiring in August
2000.  Equitable  Life uses  this  program  from  time to time in its  liquidity
management. At March 31, 2000, approximately $99.9 million was outstanding under
the commercial paper program;  no amounts were  outstanding  under the revolving
credit facility.

At March 31, 2000,  Alliance had $432.6 million of short-term debt  outstanding,
principally under its commercial paper program. The $42.5 million increase since
December  31,  1999  was  primarily   due  to  funding   payments  to  financial
intermediaries and capital expenditures.

Consolidated Cash Flows

Net cash provided by operating  activities  was $150.0 million for first quarter
2000 compared to $124.6 million for first quarter 1999.

Net cash  provided by investing  activities  was $77.0 million for first quarter
2000 as compared to net cash used by investing  activities of $997.1 million for
the same period in 1999. In first quarter 2000, sales, maturities and repayments
of investment  assets  exceeded  purchases by $146.5  million.  In first quarter
1999, investment purchases exceeded sales,  maturities and repurchases by $858.4
million.

Net cash used by financing  activities was $667.7 million for first quarter 2000
as compared to net cash provided by financing  activities of $483.9  million for
first quarter 1999.  During first  quarter  2000,  withdrawals  and transfers to
Separate  Accounts  from  policyholders'  accounts  exceeded  deposits by $624.3
million.  In first  quarter  1999,  short-term  financings  increased  by $357.0
million  and  deposits  to  policyholders'  accounts  exceeded  withdrawals  and
transfers to Separate Accounts by $162.2 million.

The operating,  investing and financing activities described above resulted in a
decrease in cash and cash  equivalents  during the first three months of 2000 of
$440.7 million to $187.3 million.






                                       26
<PAGE>

FORWARD-LOOKING STATEMENTS

The Company's management has made in this report, and from time to time may make
in its public  filings and press releases as well as in oral  presentations  and
discussions,  forward-looking  statements  concerning the Company's  operations,
economic  performance  and  financial  condition.   Forward-looking   statements
include,  among other things,  discussions  concerning the potential exposure of
the  Company  and  DLJ  to  market  risks,  as  well  as  statements  expressing
management's  expectations,   beliefs,  estimates,  forecasts,  projections  and
assumptions,  as indicated by words such as "believes,"  "estimates," "intends,"
"anticipates,"  "expects,"  "projects,"  "should," "probably," "risk," "target,"
"goals," "objectives," or similar expressions. The Company claims the protection
afforded  by the safe harbor for  forward-looking  statements  contained  in the
Private Securities  Litigation Reform Act of 1995, and assumes no duty to update
any  forward-looking   statement.   Forward-looking   statements  are  based  on
management's  expectations and beliefs concerning future  developments and their
potential  effects and are subject to risks and  uncertainties.  Actual  results
could differ materially from those anticipated by forward-looking statements due
to a number of important  factors  including those  discussed  elsewhere in this
report  and  in  the  Company's  other  public  filings,  press  releases,  oral
presentations and discussions.  The following discussion  highlights some of the
more important factors that could cause such differences.

Market Risk. The businesses of the Company and its Investment  Subsidiaries  are
subject to market risks arising from their insurance asset/liability management,
investment  management  and trading  activities.  Primary  market risk exposures
exist in the Insurance and Investment Services segments and result from interest
rate  fluctuations,  equity price  movements,  changes in credit quality and, at
DLJ, foreign currency  exchange  exposure.  The nature of each of these risks is
discussed  under the caption  "Quantitative  and  Qualitative  Disclosure  About
Market Risk" and in Note 13 of Notes to Consolidated Financial Statements in the
1999 Form 10-K.

Strategic  Initiatives.  Management  continues  to implement  certain  strategic
initiatives   identified  after  a  comprehensive   review  of  AXA  Financial's
organization and strategy conducted in late 1997. These initiatives are designed
to make AXA Financial a premier  provider of financial  planning,  insurance and
investment management products and services.  The "branding"  initiative,  which
consists in part of a  reorganization  of certain wholly owned  subsidiaries and
changes to the names of such  subsidiaries and the Holding Company,  is designed
in part to  separate  product  manufacturing  under  the  "Equitable"  name from
product  distribution and the provision of financial planning services under the
"AXA" name.

Certain  changes in the  organization  took place in 1999.  The Holding  Company
formed AXA Client Solutions,  LLC ("AXA Client  Solutions") in mid-September and
contributed  its investment in Equitable Life to AXA Client  Solutions.  Also in
September,  EQ  Financial  Consultants,  Inc.,  a  broker-dealer  subsidiary  of
Equitable Life, was merged into a new company, AXA Advisors. Equitable Life then
transferred AXA Advisors to AXA  Distribution,  a wholly owned direct subsidiary
of AXA Client Solutions. In first quarter 2000, EquiSource of New York, Inc. and
its  subsidiaries  were merged into AXA Network,  and Equitable Life transferred
AXA  Network  to AXA  Distribution.  In  2000,  management  expects  to  further
consolidate  the  distribution   and  customer  service   activities  under  AXA
Distribution.  Subsidiaries of AXA Distribution  sell the insurance  products of
Equitable  Life,  as well as of  unaffiliated  insurance  companies,  and  other
investment products and services through retail sales associates. Equitable Life
pays  commissions  and other fees to AXA Network and is in turn  reimbursed  for
expenses such as occupancy and information  technology incurred on behalf of its
affiliate.  Equitable  Life  continues to  distribute  its products  through its
wholesale distribution  channels.  Implementation of these strategic initiatives
could affect certain historic trends in the Insurance segment. Implementation is
subject  to  various  uncertainties,  including  those  relating  to timing  and
expense,  and the results of the  implementation  of these  initiatives could be
other than what management intends.  The Company may, from time to time, explore
selective  acquisition  opportunities  in  its  core  insurance  and  investment
management businesses.

Insurance.  The  Insurance  Group's  future sales of life  insurance and annuity
products are dependent on numerous factors including  successful  implementation
of the strategic  initiatives  referred to above,  the intensity of  competition
from other  insurance  companies,  banks and other financial  institutions,  the
strength and professionalism of distribution channels, the continued development
of additional  channels,  the  financial and claims paying  ratings of Equitable
Life, its reputation and visibility in the market place, its ability to develop,
distribute  and  administer  competitive  products  and  services  in a  timely,


                                       27
<PAGE>

cost-effective  manner and its investment management  performance.  In addition,
the nature and extent of  competition  and the markets for products  sold by the
Insurance Group may be materially  affected by changes in laws and  regulations,
including changes relating to savings,  retirement  funding and taxation as well
as changes  resulting  from the  Gramm-Leach-Bliley  Act.  The  Administration's
fiscal year 2001 revenue proposals contain  provisions which, if enacted,  could
have a material adverse impact on sales of certain insurance  products and would
adversely  affect the taxation of insurance  companies.  See "Business - Segment
Information - Insurance"  and "Business - Regulation - Federal  Initiatives"  in
the 1999 Form 10-K. The profitability of the Insurance Group depends on a number
of factors,  including  levels of gross operating  expenses and the amount which
can be deferred as DAC, secular trends and the Company's  mortality,  morbidity,
persistency and claims experience, and profit margins between investment results
from  General  Account  Investment  Assets and interest  credited on  individual
insurance and annuity  products.  The performance of General Account  Investment
Assets depends,  among other things, on levels of interest rates and the markets
for equity securities and real estate,  the need for asset valuation  allowances
and writedowns,  and the performance of equity  investments  which have created,
and in the future may create,  significant  volatility in investment income. See
"Investment  Results of General Account Investment Assets" in the 1999 Form 10-K
and herein.  The ability of the Company to continue its accelerated  real estate
sales program  without  incurring net losses will depend on real estate  markets
for the remaining  properties  held for sale and the negotiation of transactions
which  confirm  management's   expectations  on  property  values.  For  further
information,  including  information  concerning  the  writedown  in the  fourth
quarter of 1997 in connection with management's  decision to accelerate the sale
of certain  real  estate  assets,  see  "Investment  Results of General  Account
Investment  Assets - Equity Real  Estate" in the 1999 Form 10-K and herein.  The
Company's DI and group pension  businesses  produced  pre-tax losses in 1995 and
1996.  In late  1996,  loss  recognition  studies  for the DI and group  pension
businesses were completed.  As a result, $145.0 million of unamortized DAC on DI
policies at December 31, 1996 was written off;  reserves for directly written DI
policies and DI reinsurance  assumed were strengthened by $175.0 million;  and a
Pension Par premium deficiency reserve was established which resulted in a $73.0
million pre-tax charge to results of continuing operations at December 31, 1996.
Based on the experience  that emerged on these two books of business since 1996,
management  continues  to believe  the DI and  Pension  Par  reserves  have been
calculated  on a reasonable  basis and are  adequate.  However,  there can be no
assurance  that they will be sufficient  to provide for all future  liabilities.
Equitable  Life  no  longer  underwrites  new DI  policies.  Equitable  Life  is
reviewing  the  arrangements  pursuant  to which a third  party  manages  claims
incurred under DI policies  previously issued by Equitable Life and is exploring
its ability to dispose of the DI business through reinsurance.

Investment  Services.  Alliance's  revenues  are largely  dependent on the total
value  and  composition  of  assets  under its  management  and are,  therefore,
affected by market  appreciation and depreciation,  additions and withdrawals of
assets,  purchases and  redemptions of mutual funds and shifts of assets between
accounts or products with different fee  structures.  DLJ's business  activities
include securities underwriting,  sales and trading, merchant banking, financial
advisory services, investment research, venture capital, correspondent brokerage
services,  online  interactive  brokerage  services and asset management.  These
activities are subject to various risks,  including volatile trading markets and
fluctuations in the volume of market  activity.  Consequently,  DLJ's net income
and revenues have been,  and may continue to be,  subject to wide  fluctuations,
reflecting the impact of many factors beyond DLJ's control, including securities
market  conditions,  the level and  volatility  of interest  rates,  competitive
conditions and the size and timing of transactions. Over the last several years,
DLJ's results have been at  historically  high levels.  See "Combined  Operating
Results by Segment - Investment Services" in the 1999 Form 10-K for a discussion
of the  negative  impact on equity in DLJ's  earnings in the second half of 1998
from  losses in  emerging  markets.  Potential  losses  could  result from DLJ's
merchant banking activities as a result of their capital intensive nature.

Discontinued  Operations.  The  determination of the allowance for future losses
for the discontinued  Wind-Up  Annuities and GIC lines of business  continues to
involve numerous  estimates and subjective  judgments  including those regarding
expected  performance of investment assets,  ultimate  mortality  experience and
other factors which affect investment and benefit  projections.  There can be no
assurance  the losses  provided  for will not differ from the losses  ultimately
realized.  To the extent actual results or future  projections  of  discontinued
operations  differ from  management's  current  best  estimates  underlying  the
allowance,   the  difference  would  be  reflected  as  earnings  or  loss  from
discontinued  operations  within the  consolidated  statements  of earnings.  In
particular,  to the extent income, sales proceeds and holding periods for equity
real estate differ from management's previous assumptions,  periodic adjustments
to the allowance are likely to result. See "Discontinued Operations" in the 1999
Form 10-K for further information  including a discussion of significant reserve
strengthening in 1997 and the assumptions used in making cash flow projections.

                                       28
<PAGE>
Technology and Information  Systems. The Company's and DLJ's information systems
are central to, among other things,  designing and pricing  products,  marketing
and  selling  products  and  services,   processing  policyholder  and  investor
transactions,  client  recordkeeping,  communicating with agents,  employees and
clients,  and recording  information  for accounting and management  information
purposes.  Any  significant  difficulty  associated  with the  operation of such
systems,   or  any  material   delay  or  inability  to  develop  needed  system
capabilities,  could have a material adverse affect on the results of operations
of the Company and its Investment Subsidiaries and, ultimately, their ability to
achieve their strategic goals.

Legal Environment.  A number of lawsuits have been filed against life and health
insurers involving insurers' sales practices, alleged agent misconduct,  failure
to  properly  supervise  agents and other  matters.  Some of the  lawsuits  have
resulted in the award of substantial judgments against other insurers, including
material amounts of punitive  damages,  or in substantial  settlements.  In some
states,  juries have substantial  discretion in awarding punitive  damages.  The
Company,  like other life and health  insurers,  is involved in such litigation.
While no such  lawsuit has  resulted in an award or  settlement  of any material
amount  against the Company to date,  its results of  operations  and  financial
condition  could be affected by defense and settlement  costs and any unexpected
material  adverse  outcomes  in such  litigations  as well as in other  material
litigations  pending  against  the  Company  and its  subsidiaries  and DLJ.  In
addition,  examinations by Federal and state  regulators could result in adverse
publicity,  sanctions  and fines.  For  further  information,  see  "Business  -
Regulation" in the 1999 Form 10-K and "Legal  Proceedings" in the 1999 Form 10-K
and herein.

Future Accounting  Pronouncements.  In the future, new accounting pronouncements
may have material effects on the Company's  consolidated  statements of earnings
and  shareholders'  equity.  See  Note  2 of  Notes  to  Consolidated  Financial
Statements  for the  pronouncements  issued but not  implemented.  In  addition,
members of the NAIC approved its Codification  project providing  regulators and
insurers  with uniform  statutory  guidance,  addressing  areas where  statutory
accounting  previously  was  silent  and  changing  certain  existing  statutory
positions.  Equitable Life will be subject to  Codification to the extent and in
the form adopted in New York State,  which would require  action by both the New
York  legislature and the New York Insurance  Department.  In February 2000, the
Superintendent  indicated the New York Insurance  Department  intends to proceed
with implementation of Codification rules, subject to any provisions in New York
statutes which conflict with particular points in the Codification  rules. It is
not possible to predict in what form,  or when  Codification  will be adopted in
New  York,  and  accordingly  it is  not  possible  to  predict  the  effect  of
Codification on Equitable Life.

Regulation.  The businesses  conducted by the Company and its  subsidiaries  and
affiliates  are  subject  to  extensive  regulation  and  supervision  by  state
insurance  departments  and Federal and state agencies  regulating,  among other
things, insurance and annuities,  securities  transactions,  investment banking,
investment companies,  investment advisors and customer privacy.  Changes in the
regulatory  environment  could have a material impact on operations and results.
The  activities  of  the  Insurance  Group  and  the  Holding   Company's  other
subsidiaries   conducting  insurance  related  businesses  are  subject  to  the
supervision of the insurance regulators of each of the 50 states.

Item 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See  "Quantitative  and Qualitative  Disclosures  About Market Risk" in the 1999
Form  10-K and "MD&A -  Combined  Operating  Results  by  Segment  -  Investment
Services" herein.


                                       29
<PAGE>

PART II        OTHER INFORMATION

Item 1.        Legal Proceedings.

There have been no new material legal  proceedings and no material  developments
in matters which were previously  reported in the Registrant's Form 10-K for the
year ended December 31, 1999, except as described below:

In Cole, in April 2000, the Appellate  Division,  First Department,  unanimously
affirmed,  with  costs,  the  decisions  of the lower  court  dismissing  all of
plaintiffs'  claims and  denying  plaintiffs'  motion  for class  certification.
Plaintiffs have moved for reargument or, in the alternative,  leave to appeal to
the New York Court of Appeals.

In R.S.M.,  in April  2000,  following  confirmatory  discovery  pursuant to the
Memorandum of  Understanding,  plaintiffs  have indicated that they will proceed
with the litigation.

In March  2000,  an action  entitled  Brenda  McEachern  v. The  Equitable  Life
Assurance  Society of the  United  States and Gary  Raymond,  Jr. was  commenced
against  Equitable Life and one of its agents in Circuit  Court,  Mobile County,
Alabama,  and  asserts  claims  under  state law.  The action was  brought by an
individual  who purchased a variable  annuity from  Equitable  Life in 1997. The
action  purports to be on behalf of a class  consisting  of all persons who from
January 1, 1989 (i) purchased a variable  annuity from  Equitable Life to fund a
qualified retirement plan, (ii) were charged allegedly  unnecessary fees for tax
deferral for variable annuities held in qualified retirement accounts,  or (iii)
were sold a variable  annuity  while  owning a  qualified  retirement  plan from
Equitable  Life.  The  complaint   alleges  various  improper  sales  practices,
including misrepresentations in connection with the use of variable annuities in
a  qualified  retirement  plan  or  similar  arrangement,  failure  to  disclose
unnecessary tax deferral fees, charging of inflated and hidden fees.,  Plaintiff
seeks  damages,  including  punitive  damages,  in  an  unspecified  amount  and
attorneys'  fees and expenses.  In May 2000,  Equitable Life removed the case to
the United States District Court for the Southern  District of Alabama and filed
a motion to dismiss the complaint.  Although the outcome of litigation cannot be
predicted with  certainty,  particularly  in the early stages of an action,  the
Company's  management  believes that the ultimate  resolution of this litigation
should not have a  material  adverse  effect on the  financial  position  of the
Company.  The Company's  management  cannot make an estimate of loss, if any, or
predict whether or not any such  litigation will have a material  adverse effect
on the Company's results of operations in any particular period.







                                       30
<PAGE>



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

                (a) Exhibits

                    Exhibit 27      Financial Data Schedule

                (b) Reports on Form 8-K

                    None.










                                       31
<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  The
Equitable  Life  Assurance  Society of the United  States has duly  caused  this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:    May 11, 2000                      THE EQUITABLE LIFE ASSURANCE SOCIETY
                                           OF THE UNITED STATES


                                    By:    /s/Stanley B. Tulin
                                           -------------------------------------
                                           Name:   Stanley B. Tulin
                                           Title:  Vice Chairman of the Board
                                                   and Chief Financial Officer

Date:    May 11, 2000                      /s/Alvin H. Fenichel
                                           -------------------------------------
                                           Alvin H. Fenichel
                                           Senior Vice President and Controller







                                       32

<TABLE> <S> <C>

<ARTICLE>                                              7
<MULTIPLIER>                                           1,000

<S>                                                    <C>
<PERIOD-TYPE>                                          3-MOS
<FISCAL-YEAR-END>                                      DEC-31-2000
<PERIOD-START>                                         JAN-01-2000
<PERIOD-END>                                           MAR-31-2000
<DEBT-HELD-FOR-SALE>                                          18,385,000
<DEBT-CARRYING-VALUE>                                            135,400
<DEBT-MARKET-VALUE>                                              135,400
<EQUITIES>                                                       738,500
<MORTGAGE>                                                     3,196,800
<REAL-ESTATE>                                                  1,149,400
<TOTAL-INVEST>                                                28,164,900
<CASH>                                                           187,300
<RECOVER-REINSURE>                                                     0
<DEFERRED-ACQUISITION>                                         4,147,700
<TOTAL-ASSETS>                                               102,685,300
<POLICY-LOSSES>                                                        0
<UNEARNED-PREMIUMS>                                                    0
<POLICY-OTHER>                                                 4,840,400
<POLICY-HOLDER-FUNDS>                                         20,674,200
<NOTES-PAYABLE>                                                1,383,500
                                                  0
                                                            0
<COMMON>                                                           2,500
<OTHER-SE>                                                     5,992,400
<TOTAL-LIABILITY-AND-EQUITY>                                 102,685,300
                                                       473,400
<INVESTMENT-INCOME>                                              606,200
<INVESTMENT-GAINS>                                             (124,100)
<OTHER-INCOME>                                                   667,000
<BENEFITS>                                                       282,000
<UNDERWRITING-AMORTIZATION>                                       81,500
<UNDERWRITING-OTHER>                                             604,900
<INCOME-PRETAX>                                                  392,000
<INCOME-TAX>                                                      91,200
<INCOME-CONTINUING>                                              226,600
<DISCONTINUED>                                                   (4,900)
<EXTRAORDINARY>                                                        0
<CHANGES>                                                              0
<NET-INCOME>                                                     221,700
<EPS-BASIC>                                                            0
<EPS-DILUTED>                                                          0
<RESERVE-OPEN>                                                         0
<PROVISION-CURRENT>                                                    0
<PROVISION-PRIOR>                                                      0
<PAYMENTS-CURRENT>                                                     0
<PAYMENTS-PRIOR>                                                       0
<RESERVE-CLOSE>                                                        0
<CUMULATIVE-DEFICIENCY>                                                0


</TABLE>


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